Common use of Tax Penalty Protection Clause in Contracts

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by Executive in connection with a “change in ownership or control” (as such term is defined under Section 280G of the Code — a “280G Change in Ownership”) or the termination of employment (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Premier or its subsidiaries and affiliates (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit that would be received by Executive if no such reduction was made. Whether and how the limitation under this Section 25 is applicable shall be determined under the Section 280G Rules set forth in Annex D hereto.

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by Executive me in connection with a “change in ownership or control” (as such term is defined under Section 280G of the Code — a “280G Change in OwnershipControl”) or the termination of employment (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Premier or its subsidiaries and affiliates (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by Executive me shall exceed the net after-tax benefit that would be received by Executive me if no such reduction was made. Whether and how the limitation under this Section 25 is applicable shall be determined under the Section 280G Rules set forth in Annex D A hereto.

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by Executive me in connection with a “change in ownership or control” (as such term is defined under Section 280G of the Code — - a “280G Change in OwnershipControl”) or the termination of employment (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Premier or its subsidiaries and affiliates (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by Executive me shall exceed the net after-tax benefit that would be received by Executive me if no such reduction was made. Whether and how the limitation under this Section 25 is applicable shall be determined under the Section 280G Rules set forth in Annex D A hereto.

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by Executive me in connection with a “change in ownership or control” (as such term is defined under Section 280G of the Code — – a “280G Change in OwnershipControl”) or the termination of employment (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Premier or its subsidiaries and affiliates (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by Executive me shall exceed the net after-tax benefit that would be received by Executive me if no such reduction was made. Whether and how the limitation under this Section 25 is applicable shall be determined under the Section 280G Rules set forth in Annex D A hereto.

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by Executive me in connection with a “change in ownership or control” (as such term is defined under Section 280G of the Code — a “280G Change in OwnershipControl”) or the termination of employment (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Premier or its subsidiaries and affiliates (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by Executive me shall exceed the net after-tax benefit that would be received by Executive me if no such reduction was made. Whether and how the limitation under this Section 25 is applicable shall be determined under the Section 280G Rules set forth in Annex D C hereto.

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by Executive in connection with a “change in ownership or control” (as such term is defined under Section 280G of the Code — a “280G Change in Ownership”) or the termination of employment (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Premier or its subsidiaries and affiliates (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit that would be received by Executive if no such reduction was made. Whether and how the limitation under this Section 25 is applicable shall be determined under the Section 280G Rules set forth in Annex D B hereto.