Common use of Calculation of the Excise Tax Clause in Contracts

Calculation of the Excise Tax. For purposes of ----------------------------- determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all "parachute payments" in excess of the "base amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company's independent certified public accountants appointed prior to the Change of Control or tax coun-sel selected by such Accountants (the "Accountants"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be deter-mined by the Accountants in accordance with the principles of Section 280G of the Code.

Calculation of the Excise Tax. For purposes of determining ----------------------------- determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all "parachute payments" in excess of the "base amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company's independent certified public accountants appointed prior to the Change of Control or tax coun-sel counsel selected by such Accountants (the "Accountants"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be deter-mined determined by the Accountants in accordance with the principles of Section 280G of the Code.

Calculation of the Excise Tax. For purposes of ----------------------------- determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all "parachute payments" in excess of the "base amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company's independent certified public accountants appointed prior to the Change of Control or tax coun-sel selected by such Accountants (the "Accountants"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be deter-mined determined by the Accountants in accordance with the principles of Section 280G of the Code.

Calculation of the Excise Tax. For purposes of ----------------------------- determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all "parachute payments" in excess of the "base amount" (as defined under Section 280G(b)(3)) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company's independent certified public accountants appointed prior to the Change of Control or tax coun-sel counsel selected by such Accountants (the "Accountants"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax, and (BX) the xxx value of any non-cash benefits or any deferred payment or benefit shall be deter-mined determined by the Accountants in accordance with the principles of Section 280G of the Code.

Calculation of the Excise Tax. For purposes of ----------------------------- determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all "parachute payments" in excess of the "base amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company's independent certified public accountants appointed prior to the Change of Control or tax coun-sel counsel selected by such Accountants (the "Accountants"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be deter-mined determined by the Accountants in accordance with the principles of Section 280G of the Code.