Common use of Calculation of Payment Amount Clause in Contracts

Calculation of Payment Amount. The amount of the Gross-Up Payment shall be determined as follows: (1) The determination will be made by independent accountants and/or tax counsel (the “consultant”) selected by the Company with the Executive’s consent (which consent will not be unreasonably withheld). The Company shall pay all of the consultant’s fees and expenses. (2) As part of this determination, the consultant will provide the Company and the Executive with a detailed analysis and supporting calculations of: (A) The extent to which any payments or benefits paid or payable to the Executive are subject to Code § 280G (including the reasonableness of any compensation provided for services rendered before or after the Change in Control); and (B) The calculation of the excise tax under Code § 4999. (3) The consultant may make such assumptions and approximations concerning applicable tax rates and rely on such interpretations regarding the application of Code §§ 280G and 4999 as it deems reasonable. The Company and the Executive will provide the consultant with any information or documentation the consultant may reasonably request.

Calculation of Payment Amount. The amount of the Gross-Up Payment shall be determined as follows: (1) The determination will be made by independent accountants and/or tax counsel (the “"consultant”") selected by the Company with the Executive’s 's consent (which consent will not be unreasonably withheld). The Company shall pay all of the consultant’s 's fees and expenses. (2) As part of this determination, the consultant will provide the Company and the Executive with a detailed analysis and supporting calculations of: (A) The extent to which any payments or benefits paid or payable to the Executive are subject to Code § Section 280G (including the reasonableness of any compensation provided for services rendered before or after the Change in Control); and (B) The calculation of the excise tax under Code § Section 4999. (3) The consultant may make such assumptions and approximations concerning applicable tax rates and rely on such interpretations regarding the application of Code §§ Sections 280G and 4999 as it deems reasonable. The Company and the Executive will provide the consultant with any information or documentation the consultant may reasonably request.