Calculation by Independent Public Accountants. Unless the Corportion and the Director otherwise agree in writing, any calculation of the amount of any Excess Parachute Payments shall be made in writing by the Corporation's independent public accountants (the “Accountants”), whose determination, absent manifest error, shall be conclusive and binding upon the Director and the Corporation. For purposes of making such calculation, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation and the Director shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required calculation. The Corporation shall bear all fees and expenses the Accountants may charge in connection with such calculation.
Appears in 1 contract
Samples: Non Employee Director Change of Control Agreement (Interactive Intelligence Inc)
Calculation by Independent Public Accountants. Unless the Corportion Company and the Director Executive otherwise agree in writing, any calculation of the amount of any Excess Parachute Payments shall be made in writing by the Corporation's Company’s independent public accountants (the “Accountants”), whose determination, absent manifest error, shall be conclusive and binding upon the Director Executive and the CorporationCompany. For purposes of making such calculation, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation Company and the Director Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required calculation. The Corporation Company shall bear all fees and expenses the Accountants may charge in connection with such calculation.
Appears in 1 contract
Samples: Change of Control and Retention Agreement (Interactive Intelligence Inc)
Calculation by Independent Public Accountants. Unless the Corportion Company and the Director Executive otherwise agree in writing, any calculation of the amount of any Excess Parachute Payments excess parachute payments payable by the Executive shall be made in writing by the Corporation's Company’s independent public accountants (the “Accountants”), whose determination, absent manifest error, shall be conclusive and binding upon the Director Executive and the CorporationCompany. For purposes of making such calculation, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation Company and the Director Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required calculation. The Corporation Company shall bear all fees and expenses the Accountants may charge in connection with such calculation.
Appears in 1 contract
Samples: Change of Control and Retention Agreement (Nuance Communications)
Calculation by Independent Public Accountants. Unless the Corportion Corporation and the Director otherwise agree in writing, any calculation of the amount of any Excess Parachute Payments shall be made in writing by the Corporation's ’s independent public accountants (the “Accountants”), whose determination, absent manifest error, shall be conclusive and binding upon the Director and the Corporation. For purposes of making such calculation, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation and the Director shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required calculation. The Corporation shall bear all fees and expenses the Accountants may charge in connection with such calculation.
Appears in 1 contract
Samples: Non Employee Director Change of Control Agreement (Interactive Intelligence Group, Inc.)