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

Mandatory Reduction of Payments in Certain Events. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any Payment would, if paid, be subject to any Excise Tax, then, prior to the making of any Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Mandatory Reduction of Payments in Certain Events. Notwithstanding anything (a) Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any Payment would, if paid, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to any the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments Payment to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payments Payment after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to 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 (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual economic present value of such all Payments actually made to Executive as of the date of a the Change in Control, as determined Control using the discount rate required by the Determination Firm (as defined below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code.