definiens: ) ( i ) constitute within the meaningof Section 280 G of the Code and ( ii ) but for this Section 11, would be subject to the excise tax imposed bySection 4999 of the Code, then Executive ’s the Payments will be either:(a ) delivered in full, or(b ) delivered as to such lesser extent which would result in no portion of such Paymentsbeing subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and theexcise tax imposed by Section 4999, results in the receipt by Executive on an after - tax basis, of the greatest amountof Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of theCode . If a reduction in Payments constituting is necessary so that the Payments are deliveredto a lesser extent, reduction will occur in the following order : ( i ) reduction of cash payments, which shall occur inreverse chronological order such that the cash payment owed on the latest date following the occurrence of the eventtriggering such excise tax will be the first cash payment to be reduced ; ( ii ) reduction of acceleration of vesting ofequity awards, which shall occur in the reverse order of the date of grant for such stock awards ( i.e., the vesting ofthe most recently granted stock awards will be reduced first ) ; and ( iii ) reduction of other benefits paid or provided tothe Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date followingthe occurrence of the event triggering such excise tax will be the first benefit to be reduced . If more than one equityaward was made to the Executive on the same date of grant, all such awards shall have their acceleration of vestingreduced pro rata . In no event shall the Executive have any discretion with respect to the ordering of paymentreductions