Reduction of Payments. If the Advisor determines that any Payment would be nondeductible by the Company because of Section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in such Participant’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of such Participant’s election within 10 days of receipt of notice. If no such election is made by the Participant within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (if after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this [Section 17], present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Advisor under this [Section 17] shall be binding upon the Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant in the future such amounts as become due to him or her under the Plan.

Reduction of Payments. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first cash amounts payable

Reduction in Payments. Notwithstanding any other provisions of this Agreement, whether or not there occurs a Termination of Employment, in the event it shall be determined that any payment or benefit received or to be received by the Executive in connection with a Change of Control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any entity whose actions result in a Change of Control of the Company or any entity affiliated with the Company or such entity (any such payment or benefit being hereinafter called a “Payment,” and all such payments and benefits being hereinafter called “Total Payments”), would be subject (in whole or part) to the excise tax under Section 4999 of the Code of 1986, or any interest or penalties incurred with respect to such excise tax (such excise tax, together with such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the payments hereunder (or, if no payments are being made hereunder, payments and benefits pursuant to other plan and arrangements) shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if # the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to # the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

Reduction of Certain Payments. For purposes of this [Section 4.4]: # “Excise Tax” shall mean, collectively, the excise tax imposed under Section 4999 of the Code, any similar tax imposed by state or local law, and any interest or penalties with respect to such taxes; # “Net Benefit” shall mean the Present Value of the Payments net of all federal, state, local, foreign income, employment and excise taxes other than the Excise Tax; # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this [Section 4.4]); # “Present Value” shall mean such value determined in accordance with [[Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])]])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be an “excess parachute payment” (within the meaning of Section 280G(b) of the Code).

Reduction of Certain Payments. For purposes of this [Section 4.4]: # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this [Section 4.4]); # “Present Value” shall mean such value determined in accordance with [[Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])]])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be nondeductible by the Company or Employer because of Section 280G of the Code.

In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise (“Payments”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code and # but for this [Section 13], be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then such Payments shall either be # provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or # provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.

Reduction Following Rent Payments. Notwithstanding any provision of this Lease to the contrary, the Letter of Credit Amount shall be reduced in accordance with the following schedule, provided that Tenant delivers to Landlord a replacement or amended Letter of Credit satisfying each and all of the requirements set forth in this Paragraph 20 and provided, however, that in no event shall any such reduction be permitted hereunder if a monetary Event of Default shall have occurred during the twelve (12) month period preceding any LC Reduction Date (the “Performance LC Reduction Condition”):

Purchase Price Reduction. The Purchase Price set forth in [Section I] of the Agreement is amended to be FIFTY MILLION ONE HUNDRED FIFTY THOUSAND AND 00/l 00 Dollars (​).

Availability of Election – An active participant may effect a salary reduction agreement with the employer under which an employer contribution will be made to the plan on behalf of such participant only if he elects to reduce his compensation or to forgo an increase in his compensation. The amount of salary deferral may range from 0% to 50% of compensation.

Availability of Election – An active participant who is eligible to make 401(k) elective deferral contributions shall be eligible to designate all or a portion of his elective deferral contributions to be credited to his Roth elective deferral account. Such designation shall be irrevocable. The amount of Roth elective deferral together with any salary deferral made under [Section 3.4] may range as provided under [Section 3.4(b)(1)].