Common use of Best-After-Tax-Result Severance Payment Clause in Contracts

Best-After-Tax-Result Severance Payment. (a) Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company (or any of its subsidiaries or affiliates) to the contrary, if the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) relating to “excess parachute payments” (as defined in the Code) is applicable to any payment or benefit received or to be received by the Executive from the Company in connection with a Change in Control (collectively, “Payments”), then any such Payments will be equal to the “Reduced Amount” where the Reduced Amount is (1) the largest portion of the Payments that will result in no portion of such Payments being subject to the excise tax imposed by Section 4999 of the Code, or (2) the entire amount of the Payments otherwise scheduled to be paid (without reduction), whichever of the forgoing amounts after taking into account all applicable federal, state and local employment taxes, income taxes and the excise tax of Section 4999 of the Code (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of all state and local taxes), results in the Executive’s receipt, on an after-tax basis, of the greatest amount of Payments. If subsection (1) above applies and a reduced amount of the Payments is payable, then any reduction of Payments required by such provision will occur in a manner necessary to provide the Executive with the greatest post-reduction economic benefit. If more than one manner of reduction of Payments necessary to arrive at the Reduced Amount yields the greatest economic benefit to the Executive, the Payments will be reduced pro rata. (b) In connection with a Change in Control transaction, the Company will engage its accounting firm (“Accountants”) to perform the calculations to determine if the Payments to the Executive would reasonably be subject to Section 280G of the Code, and the Company will use reasonable efforts to cause the Accountants to finalize such calculations, and the Company will deliver such calculations and any supporting documentation to the Executive, by no later than ten (10) days before the closing of the Change in Control transaction.