Common use of Maximization Clause in Contracts

Maximization. (a) Notwithstanding any other provision of this Agreement, except as set forth in Section 4.7(b), in the event that AWI or AWHI undergoes a "Change in Ownership or Control" (as defined below), AWI or AWHI shall not be obligated to provide to the Executive a portion of any "Contingent Compensation Payments" (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any "excess parachute payments" (as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) for the Executive. For purposes of this Section 4.7, the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated Payments" and the aggregate amount (determined in accordance with Proposed Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated Amount." (b) Notwithstanding the provisions of Section 4.7(a), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) 100% of the amount of any additional taxes that would be incurred or borne by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code), and any employment taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 4.7(b) shall be referred to as a "Section 4.7(b) Override." For purpose of this paragraph, if any taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed assuming the application of the maximum tax rates provided by law. (c) For purposes of this Section 4.7 the following terms shall have the following respective meanings: