Common use of Subsection Clause in Contracts

Subsection. 5(f) of the Termination Agreement is hereby deleted in its entirety, and replaced with a new subsection 5(f) to read in its entirety as follows: (f) In the event that any payments or benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments or benefits which the Executive is entitled to receive from the Company (including, without limitation, any amounts payable under any employment contract with the Company or any stock option, stock bonus, incentive compensation or other employee benefit plan of the Company), in the aggregate would constitute an "excess parachute payment" (as defined in Section 280G(b) of the Code), the Company shall pay to the Executive an amount constituting the greater to the Executive on a net after-tax basis (as hereinafter provided) of (i) the amount of payments and benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments and benefits which the Executive is entitled to receive from the Company, reduced, in such order of priority and amounts as the Executive shall elect, to the largest amount as will result in no portion of the aggregate of such payments being subject to the excise tax imposed by Section 4999 of the Code, or any successor or substitute provision of the Code (the "Section 4999 Tax"), or (ii) the amount of payments and benefits to which the Executive is entitled to receive from the Company under this Agreement, together with such other payments and benefits which the Executive is entitled to receive from the Company, plus an amount in cash equal to (x) the amount of such "excess parachute payment" multiplied by (y) twenty percent (20%). The aggregate amounts described in clause (i) and in clause (ii) of this subsection 5(f) shall be calculated on a net after-tax basis giving effect to the obligation of the Executive to pay any applicable taxes on such aggregate amounts (including, without limitation, all federal, state and local income taxes at the maximum applicable rates, any Section 4999 Tax and any other tax payable thereon at the maximum applicable rate).

Subsection. 5(f) of the Termination Agreement is hereby deleted in its entirety, and replaced with a new subsection 5(f) to read in its entirety as follows: (f) In the event that any payments or benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments or benefits which the Executive is entitled to receive from the Company (including, without limitation, any amounts payable under any employment contract with the Company or any stock option, stock bonus, incentive compensation or other employee benefit plan of the Company), in the aggregate would constitute an "excess parachute payment" (as defined in Section 280G(b) of the Code), the Company shall pay to the Executive an amount constituting the greater to the Executive on a net after-tax basis (as hereinafter provided) of (i) the amount of payments and benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments and benefits which the Executive is entitled to receive from the Company, reduced, in such order of priority and amounts as the Executive shall elect, to the largest amount as will result in no portion of the aggregate of such payments being subject to the excise tax imposed by Section 4999 of the Code, or any successor or substitute provision of the Code (the Code(the "Section 4999 Tax"), or (ii) the amount of payments and benefits to which the Executive is entitled to receive from the Company under this Agreement, together with such other payments and benefits which the Executive is entitled to receive from the Company, plus an amount in cash equal to (x) the amount of such "excess parachute payment" multiplied by (y) twenty percent (20%). The aggregate amounts described in clause (i) and in clause (ii) of this subsection 5(f) shall be calculated on a net after-after tax basis giving effect to the obligation of the Executive to pay any applicable taxes on such aggregate amounts (including, without limitation, all federal, state and local income taxes at the maximum applicable rates, any Section 4999 Tax and any other tax payable thereon at the maximum applicable rate).

Subsection. 5(f) of the Termination Agreement is hereby deleted in its entirety, and replaced with a new subsection 5(f) to read in its entirety as follows: (f) In the event that any payments or benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments or benefits which the Executive is entitled to receive from the Company (including, without limitation, any amounts payable under any employment contract with the Company or any stock option, stock bonus, incentive compensation or other employee benefit plan of the Company), in the aggregate would constitute an "excess parachute payment" (as defined in Section 280G(b) of the Code), the Company shall pay to the Executive an amount constituting the greater to the Executive on a net after-after tax basis (as hereinafter provided) of (i) the amount of payments and benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments and benefits which the Executive is entitled to receive from the Company, reduced, in such order of priority and amounts as the Executive shall elect, to the largest amount as will result in no portion of the aggregate of such payments being subject to the excise tax imposed by Section 4999 of the Code, or any successor or substitute provision of the Code (the "Section 4999 Tax"), or (ii) the amount of payments and benefits to which the Executive is entitled to receive from the Company under this Agreement, together with such other payments and benefits which the Executive is entitled to receive from the Company, plus an amount in cash equal to (x) the amount of such "excess parachute payment" multiplied by (y) twenty percent (20%). The aggregate amounts described in clause (i) and in clause (ii) of this subsection 5(f) shall be calculated on a net after-tax basis giving effect to the obligation of the Executive to pay any applicable taxes on such aggregate amounts (including, without limitation, all federal, state and local income taxes at the maximum applicable rates, any Section 4999 Tax and any other tax payable thereon at the maximum applicable rate).

Subsection. 5(f) of the Termination Agreement is hereby deleted in its entirety, and replaced with a new subsection 5(f) to read in its entirety as follows: (f) In the event that any payments or benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments or benefits which the Executive is entitled to receive from the Company (including, without limitation, any amounts payable under any employment contract with the Company or any stock option, stock bonus, incentive compensation or other employee benefit plan of the Company), in the aggregate would constitute an "excess parachute payment" (as defined in Section 280G(b) of the Code), the Company shall pay to the Executive an amount constituting the greater to the Executive on a net after-tax basis (as hereinafter provided) of (i) the amount of payments and benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments and benefits which the Executive is entitled to receive from the Company, reduced, in such order of priority and amounts as the Executive shall elect, to the largest amount as will result in no portion of the aggregate of such payments being subject to the excise tax imposed by Section 4999 of the Code, or any successor or substitute provision of the Code (the "Section 4999 Tax"), or (ii) the amount of payments and benefits to which the Executive is entitled to receive from the Company under this Agreement, together with such other payments and benefits which the Executive is entitled to receive from the Company, plus an amount in cash equal to (x) the amount of such "excess parachute payment" multiplied by (y) twenty percent (20percent(20%). The aggregate amounts described in clause (i) and in clause (ii) of this subsection 5(f) shall be calculated on a net after-tax basis giving effect to the obligation of the Executive to pay any applicable taxes on such aggregate amounts (including, without limitation, all federal, state and local income taxes at the maximum applicable rates, any Section 4999 Tax and any other tax payable thereon at the maximum applicable rate).

Subsection. 5(f) of the Termination Agreement is hereby deleted in its entirety, and replaced with a new subsection 5(f) to read in its entirety as follows: (f) In the event that any payments or benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments or benefits which the Executive is entitled to receive from the Company (including, without limitation, any amounts payable under any employment contract with the Company or any stock option, stock bonus, incentive compensation or other employee benefit plan of the Company), in the aggregate would constitute an "excess parachute payment" (as defined in Section 280G(b) of the Code), the Company shall pay to the Executive an amount constituting the greater to the Executive on a net after-tax basis (as hereinafter provided) of (i) the amount of payments and benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments and benefits which the Executive is entitled to receive from the Company, reduced, in such order of priority and amounts as the Executive shall elect, to the largest amount as will result in no portion of the aggregate of such payments being subject to the excise tax imposed by Section 4999 of the Code, or any successor or substitute provision of the Code (the "Section 4999 Tax"), or (ii) the amount of payments and benefits to which the Executive is entitled to receive from the Company under this Agreement, together with such other payments and benefits which the Executive is entitled to receive from the Company, plus an amount in cash equal to (x) the amount of such "excess parachute payment" multiplied by (y) twenty percent (20%). The aggregate amounts described in clause (i) and in clause (ii) of this subsection 5(f) shall be calculated on a net after-after- tax basis giving effect to the obligation of the Executive to pay any applicable taxes on such aggregate amounts (including, without limitation, all federal, state and local income taxes at the maximum applicable rates, any Section 4999 Tax and any other tax payable thereon at the maximum applicable rate).

Subsection. 5(f) of the Termination Agreement is hereby deleted in its entirety, and replaced with a new subsection 5(f) to read in its entirety as follows: (f) In the event that any payments or benefits which the Executive is entitled to receive from the Company under this Agreement, together with any other payments or benefits which the Executive is entitled to receive from the Company (including, without limitation, any amounts payable under any employment contract with the Company or any stock option, stock bonus, incentive compensation or other employee benefit plan of the Company), in the aggregate would constitute an "excess parachute payment" (as defined in Section 280G(b) of the Code), the Company shall pay to the Executive an amount constituting the greater to the Executive on a net after-tax basis (as hereinafter provided) of (i) the amount of payments and benefits which the Executive is PAGE entitled to receive from the Company under this Agreement, together with any other payments and benefits which the Executive is entitled to receive from the Company, reduced, in such order of priority and amounts as the Executive shall elect, to the largest amount as will result in no portion of the aggregate of such payments being subject to the excise tax imposed by Section 4999 of the Code, or any successor or substitute provision of the Code (the "Section 4999 Tax"), or (ii) the amount of payments and benefits to which the Executive is entitled to receive from the Company under this Agreement, together with such other payments and benefits which the Executive is entitled to receive from the Company, plus an amount in cash equal to (x) the amount of such "excess parachute payment" multiplied by (y) twenty percent (20%). The aggregate amounts described in clause (i) and in clause (ii) of this subsection 5(f) shall be calculated on a net after-tax basis giving effect to the obligation of the Executive to pay any applicable taxes on such aggregate amounts (including, without limitation, all federal, state and local income taxes at the maximum applicable rates, any Section 4999 Tax and any other tax payable thereon at the maximum applicable rate).