Common use of Avoidance of Penalty Taxes Clause in Contracts

Avoidance of Penalty Taxes. This Section 5 shall be interpreted so as to maximize the net after-tax dollar value to Executive. In determining whether any Excess Severance Payments exist and the most advantageous outcome for Executive, the parties shall take into account all provisions of Code Section 280G and the regulations thereunder, including making appropriate adjustments to such calculation for amounts established to be Reasonable Compensation. Both the Company and Executive shall cooperate fully with Tax Counsel and provide Tax Counsel with all compensation and benefit amounts, personal tax information and other information necessary or helpful in calculating such net after-tax amounts. If Executive disputes Tax Counsel's calculations, the dispute shall be resolved in accordance with Section 6(f) below. In connection with any Internal Revenue Service examination, audit or other inquiry, the Company and Executive agree to take action to provide, and to cooperate in providing, evidence to the Internal Revenue Service (and, if applicable, the state revenue department) to achieve this goal.