Common use of Mandatory Reduction of Payments in Certain Events Clause in Contracts

Mandatory Reduction of Payments in Certain Events. (i) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (1) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Tax, to (2) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (1) above is less than the amount calculated under (2) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). For purposes of this Section 10(m), present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10(m), the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm (as defined below) for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

Mandatory Reduction of Payments in Certain Events. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), then, prior to the making of any Payments Payment to the Executive, a calculation shall be made comparing (1i) the net after-tax benefit to the Executive of the all Payments after payment by the Executive of the Excise Tax, to (2ii) the net after-tax benefit to the Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (1i) above is less than the amount calculated under (2ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). For purposes In that event, Executive shall direct which Payments are to be modified or reduced. (b) The determination of this Section 10(m)whether an Excise Tax would be imposed, present value shall be determined in accordance with Section 280G(d)(4) the amount of such Excise Tax, and the calculation of the Code. For purposes of this Section 10(m), the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm (as defined below) for purposes of determining whether and amounts referred to what extent the Excise Tax will apply to such Payment.in