definiens: within the meaning of Section 280 G of the Code, and ( ii ) would be subject to the excise tax imposed by Section 4999 of the C ode ( the ), then the Purchaser ’s benefits under this Agreem ent shall be either ( 1 ) delivered in full, or ( 2 ) delivered as to such lesser extent which wou ld result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into acc ount the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Purch aser on an after - tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such be nefits may be taxable under Section 4999 of the Cod e. Any reduction in payments and/or benefits required by t his Section 3 will occur in the following order : ( 1 ) reduction of cash payments ; ( 2 ) reduction of vesting accelera tion of Exhibit B-1 [ * * * ] Certain information in this document has been omitted and filed separately with the Securities a nd Exchange Commission . Confidential treatment has bee n requested with respect to the omitted portions