Common use of Adjustments to Payments Clause in Contracts

Adjustments to Payments. 9.1 Notwithstanding anything in this Agreement to the contrary, in the event that any payment or distribution by the Company to Executive or for Executive's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the determination. 9.2 All determinations required to be made under this Section 9, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), which shall provide detailed supporting calculations to both Parties within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change in control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Parties.

Adjustments to Payments. 9.1 Notwithstanding anything 11.1 Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive's ’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 11.2 All determinations required to be made under this Section 9Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to both Parties the Company and to Executive within 15 fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change in controlChange of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and Executive.

Adjustments to Payments. 9.1 Notwithstanding anything (a) Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (the “"Payments”")) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 1986, as amended (the “"Code”")), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “"Excise Tax”"), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 (b) All determinations required to be made under this Section 9, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four largest accounting firms in the United States PricewaterhouseCoopers LLC (or any nationally recognized financial planning and benefits consulting company their successors) (the “"Accounting Firm”), ") which shall provide detailed supporting calculations both to both Parties the Company and to Executive within 15 fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change Change in controlControl, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and Executive.

Adjustments to Payments. 9.1 Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive's ’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 . All determinations required to be made under this Section 9Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to both Parties the Company and to Executive within 15 fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change Change in controlControl, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and Executive.

Adjustments to Payments. 9.1 Notwithstanding anything (i) Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company Employer to Executive Employee or for Executive's Employee’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 1986, as amended (the “CodeIRC”), or any interest or penalty is incurred by Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive Employee received all of the Payments. The Company Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 (ii) All determinations required to be made under this Section 9Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company Employer from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to both Parties Employer and to Employee within 15 fifteen (15) business days of the receipt of notice from Executive Employee that there has been a Payment, or such earlier time as is requested by the CompanyEmployer. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change Change in controlControl, Executive Employer shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyEmployer. If the Accounting Firm determines that no Excise Tax is payable by ExecutiveEmployee, it shall furnish Executive Employee with a written opinion that failure to report the Excise Tax on Executive's Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesEmployer and Employee.

Adjustments to Payments. 9.1 Notwithstanding anything in this Agreement to the contrary, in the event that 5.1. If any payment or distribution by benefit the Company to Executive or for Executive's benefit (whether paid or payable or distributed or distributable would receive pursuant to the terms of this Agreement or otherwiseotherwise (all such payments or benefits hereinafter, “Payment”), would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (the “Payments”ii) would but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, the “Excise Tax”), then the Payments such Payment shall be reduced to an amount determined by the Company in good faith to be the maximum amount that may be provided to the Executive without resulting in any portion of such Payment being subject to the Excise Tax (but the amount of such reduction, the “Cutback Amount”). If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Cutback Amount, the Executive shall be entitled to select which Payments (of those that are not below zeroconsidered to be deferred compensation under Section 409A of the Code) shall be reduced hereunder; provided that, if and the Executive fails to so select promptly, the Company shall select which Payments (of those that are not considered to be deferred compensation under Section 409A of the Code) will be reduced. Payments that are considered to be deferred compensation under Section 409A of the Code shall be reduced only to the extent that such the complete reduction would result of the Payments in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the preceding sentence is insufficient to eliminate the imposition of the Excise Tax), than if Executive received all excise tax imposed under Section 4999 of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the determinationCode. 9.2 All determinations required to 5.2. If the Company believes that Section 5.1 may be made under this Section 9, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), which shall provide detailed supporting calculations to both Parties within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change in control, Executive it shall appoint another a nationally recognized accounting firm to make the determinations required hereunder (which and perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall then be referred provide its calculations, together with detailed supporting documentation, to as the Accounting Firm hereunder). All fees Company and expenses of the Accounting Firm shall be borne solely Executive within fifteen (15) days after the date on which right to a Payment is triggered (if requested at that time by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty). Any determination by good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding and conclusive upon the PartiesCompany and Executive.

Adjustments to Payments. 9.1 Notwithstanding anything 11.1. Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 11.2. All determinations required to be made under this Section 9Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to both Parties the Company and to Executive within 15 fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change in controlChange of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and Executive.

Adjustments to Payments. 9.1 Notwithstanding anything 11.1 Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 11.2 All determinations required to be made under this Section 9Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to both Parties the Company and to the Executive within 15 fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change in controlChange of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and the Executive.

Adjustments to Payments. 9.1 Notwithstanding anything 7.1 Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive's ’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 7.2 All determinations required to be made under this Section 9Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to both Parties the Company and to Executive within 15 fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change in controlChange of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and Executive.

Adjustments to Payments. 9.1 (i) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, in the event if it is determined that any payment or distribution by the Company or the Employer to Executive the IIVI RSU (1 year) Shares 111618 Recipient or for Executive's the Recipient’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986 (the “Code”)4999, or any interest or penalty is incurred by Executive the Recipient with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive the Recipient retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive the Recipient received all of the Payments. The Company Payments shall reduce be reduced or eliminate the Payments, eliminated by first reducing or eliminating the portion of the Payments that are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the determination. 9.2 (ii) All determinations required to be made under this Section 94(d), including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company II-VI from among the four (4) largest accounting firms in the United States or any nationally nationally-recognized financial planning and benefits consulting company (the “Accounting Firm”), which shall provide detailed supporting calculations both to both Parties II-VI and to the Recipient within 15 fifteen (15) business days of the receipt of notice from Executive the Recipient that there has been a Payment, or such earlier time as is requested by the CompanyII-VI. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change Change in controlControl, Executive II-VI shall appoint another nationally nationally-recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyII-VI. If the Accounting Firm determines that no Excise Tax is payable by Executivethe Recipient, it shall furnish Executive the Recipient with a written opinion that failure to report the Excise Tax on Executive's the Recipient’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and the Recipient.

Adjustments to Payments. 9.1 (i) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, in the event if it is determined that any payment or distribution by the Company to Executive the Optionee or for Executive's the Optionee’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986 (the “Code”)4999, or any interest or penalty is incurred by Executive the Optionee with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive the Optionee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive the Optionee received all of the Payments. The Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments that are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the determination. 9.2 (ii) All determinations required to be made under this Section 94(d), including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company II-VI from among the four (4) largest accounting firms in the United States or any nationally nationally-recognized financial planning and benefits consulting company (the “Accounting Firm”), which shall provide detailed supporting calculations both to both Parties II-VI and to the Optionee within 15 fifteen (15) business days of the receipt of notice from Executive the Optionee that there has been a Payment, or such earlier time as is requested by the CompanyII-VI. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change Change in controlControl, Executive II-VI shall appoint another nationally nationally-recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyII-VI. If the Accounting Firm determines that no Excise Tax is payable by Executivethe Optionee, it shall furnish Executive the Optionee with a written opinion that failure to report the Excise Tax on Executive's the Optionee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and the Optionee.

Adjustments to Payments. 9.1 Notwithstanding anything 11.1 Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986 (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments that which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits that which are to be paid the farthest in time from the determination. 9.2 11.2 All determinations required to be made under this Section 9Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”), ) which shall provide detailed supporting calculations both to both Parties the Company and to Executive within 15 fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the relevant change in controlChange of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the PartiesCompany and Executive.