Common use of CHANGE OF CONTROL RELATED PROVISIONS Clause in Contracts

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under Section 5 (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor hereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's “base amount”, as determined in accordance with said Section 280G. Any required reduction in the Termination Benefits shall first be made by reducing the lump sum cash amount payable pursuant to Section 5(c) hereof.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under Section 5 said paragraphs (the “"Termination Benefits”") constitute an “"excess parachute payment” " under Section 280G 28OG of the Code or any successor heretothereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the “"Non-Triggering Amount”"), the value of which is one dollar One Dollar ($1.00) less than an amount equal to three (3) times the Executive's “"base amount”, ," as determined in accordance with said Section 280G. Any The allocation of the reduction required reduction in hereby among the Termination Benefits provided by Section 5 shall first be made determined by reducing the lump sum cash amount payable pursuant to Section 5(c) hereofExecutive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under Section 5 said paragraphs (the “"Termination Benefits”") or otherwise constitute an “"excess parachute payment” " under Section 280G of the Code or any successor heretothereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the “"Non-Triggering Amount”"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's “"base amount”", as determined in accordance with said Section 280G. Any The allocation of the reduction required reduction in hereby among the Termination Benefits provided by Section 5 shall first be made determined by reducing the lump sum cash amount payable pursuant to Section 5(c) hereofExecutive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under Section 5 said paragraphs (the “"Termination Benefits”") constitute an “"excess parachute payment” " under Section 280G 280a of the Code or any successor heretothereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to or an amount (the “"Non-Triggering Amount”"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's “"base amount”", as determined in accordance with said Section 280G. Any 280a. The allocation of the reduction required reduction in hereby among the Termination Benefits provided by Section 5 shall first be made determined by reducing the lump sum cash amount payable pursuant to Section 5(c) hereofExecutive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under Section 5 (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor hereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's ’s “base amount”, as determined in accordance with said Section 280G. Any required reduction in the Termination Benefits shall first be made by reducing the lump sum cash amount payable pursuant to Section 5(c) hereof.