Common use of Certain Reductions and Offsets Clause in Contracts

Certain Reductions and Offsets. The Company, in its sole discretion, shall reduce an Eligible Employee’s severance benefits under this Plan, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company that become payable in connection with the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (ii) a written employment or severance agreement with the Company, or (iii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment. The benefits provided under this Plan are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of an Eligible Employee’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being recharacterized as payments pursuant to the Company’s statutory obligation.

Certain Reductions and Offsets. The Company, in its sole discretion, shall reduce an Eligible Employee’s severance benefits payable under this PlanAgreement shall be reduced, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company that become payable in connection with the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (ii) a written employment or severance agreement with the Company, or (iii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment, (iii) a provision of an equity plan described in Section 1.4(a) or (iv) a Schedule I Agreement as described in Section 1.4(b). The benefits provided under this Plan Agreement are intended to satisfy, to the greatest extent possiblein whole or in part, any and all statutory obligations and, except as provided in Section 1.4(a) and Section 1.4(b), any contractual obligations of the Company that may arise out of an Eligible Employee’s termination of employment, and the Plan Administrator parties shall so construe and implement the terms of the Planthis Agreement accordingly. In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being recharacterized re-characterized as payments pursuant to the Company’s statutory obligation.