Common use of Reduction Clause in Contracts

Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an “excess parachute payment” within the meaning of IRC § 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §4999 (an “Excise Tax”), the Change in Control Payments otherwise payable under Section 8.2(a) will be reduced to avoid such Excise Tax if, and to the extent that, such reduction will result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes.

Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an “"excess parachute payment” " within the meaning of IRC § ss. 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §4999 ss.4999 (an “"Excise Tax”"), the Change in Control Payments otherwise payable under this Section 8.2(a) 7.2.1 will be reduced to avoid such Excise Tax if, and to the extent that, such reduction will result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes.

Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an “"excess parachute payment” " within the meaning of IRC § 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §4999 (an “"Excise Tax”"), the Change in Control Payments otherwise payable under this Section 8.2(a) 7.2.1 will be reduced to avoid such Excise Tax if, and to the extent that, such reduction will result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes.

Reduction. In the event that any portion of the Total Payments payments and benefits payable to Executive in connection with a Change in Control of Corporation under Section 6.2 would constitute an “excess parachute payment” within the meaning of IRC § 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §§ 4999 (an “Excise Tax”), the Change in Control Payments severance otherwise payable under Section 8.2(a) 6.2 will be reduced to the extent necessary to avoid such Excise Tax (and only to such extent) if, and to the extent thatonly if, such reduction will would result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes, until no portion of the severance payments is subject to such Excise Tax.

Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an “"excess parachute payment” " within the meaning of IRC § 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §4999 (an “"Excise Tax”"), the Change in Control Payments otherwise payable under Section 8.2(a) will be reduced to avoid such Excise Tax if, and to the extent that, such reduction will result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes.

Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an “"excess parachute payment” " within the meaning of IRC § 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §4999 (an “EMPLOYMENT AGREEMENT - 14 - "Excise Tax”"), the Change in Control Payments otherwise payable under Section 8.2(a) will be reduced to avoid such Excise Tax if, and to the extent that, such reduction will result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes.

Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an “"excess parachute payment” " within the meaning of IRC § ss. 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §4999 ss.4999 (an “"Excise Tax”"), the Change in Control Payments otherwise payable under this Section 8.2(a) 7.2.1 will be reduced to the extent necessary to avoid such Excise Tax if, and to the extent thatonly if, such reduction will would result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes, until either (i) no portion of the Total Payments are subject to such Excise Tax or (ii) the Change in Control Payments are reduced to zero.

Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an “excess parachute payment” within the meaning of IRC § 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC §4999 (an “Excise Tax”), the Change in Control Payments otherwise payable under Section 8.2(a7.2(a) will be reduced to avoid such Excise Tax if, and to the extent that, such reduction will result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes.