Common use of Certain Reduction of Payments Clause in Contracts

Certain Reduction of Payments. (a) Notwithstanding anything in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions by Quipp or Quipp Systems to the Officer, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, the Change of Control Payment to or for the benefit of the Officer pursuant to this Agreement shall be reduced (but not below zero) to the extent necessary so that such payments or distributions shall not constitute "excess parachute payments." (b) All determinations to be made under Section 5(a) shall be made by the Company's independent certified public accounting firm immediately prior to the Change of Control (the "Accounting Firm"). The Accounting Firm shall provide its determinations and any supporting calculations to both the Company and the Officer within sixty (60) days of the Termination Date, and such determinations shall be binding upon the Company and the Officer. All of the fees and expenses incurred by the Accounting Firm in performing the determinations above shall be borne solely by the Company.

Certain Reduction of Payments. (a) Notwithstanding anything in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions by Quipp or Quipp, Quipp Systems or any subsidiary to the Officer, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, the Change of Control Payment to or for the benefit of the Officer pursuant to this Agreement shall be reduced (but not below zero) to the extent necessary so that such payments or distributions shall not constitute "excess parachute payments." The value of the noncompetition covenant described in Section 7 below, as determined by an independent valuation expert selected by the Accounting Firm described in subsection (b) below, shall be taken into account to the maximum extent allowable under Section 280G of the Code to reduce the amounts considered to be "excess parachute payments" under Section 280G of the Code. (b) All determinations to be made under Section 5(a) shall be made by the Company's independent certified public accounting firm immediately prior to the Change of Control (the "Accounting Firm"). The Accounting Firm shall provide its determinations and any supporting calculations to both the Company and the Officer within sixty (60) days of the Termination Date, and such determinations shall be binding upon the Company and the Officer. All of the fees and expenses incurred by the Accounting Firm in performing the determinations above shall be borne solely by the Company.