Common use of Compensation Adjustment Clause in Contracts

Compensation Adjustment. The Company shall pay to the Participant an amount equal to the excise tax under Internal Revenue Code Section 4999 (as amended), if any, incurred by Participant by reason of any excess parachute payment under this Agreement as a result of the acceleration of option vesting hereunder because of a Change of Control as defined herein. In addition, the Company shall pay the Participant an amount equal to all excise taxes and federal, state and local income taxes incurred by the Participant as -6. a result of any payment made Attached to this Agreement as Exhibit [_] I " is an example. of the computation of such payments. Such payments shall be made no later than the date the Participant is required to pay the excise tax under Code Section 4999 or is required to remit amounts for withholding applicable to such excise tax. All determinations of amounts required to be paid under this paragraph 12 shall be made by the Company's independent accounting firm which shall provide detailed supporting calculations to the Company and the Participant. In computing taxes, the accounting firm shall use the highest marginal federal, state and local income tax rates applicable to the Participant. An example of the foregoing calculation is attached hereto as Exhibit "A."