Common use of Correction of Determination Clause in Contracts

Correction of Determination. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding, or pursuant to an opinion of Tax Counsel, that, notwithstanding the good faith of the Company and Executive in applying the terms of this Section 5, either (i) the amounts paid to Executive unintentionally constituted Excess Severance Payments and triggered the Excise Tax, even though the payments to Executive were reduced in an effort to avoid such result; or (ii) the amounts paid to Executive were reduced by more than was necessary to avoid triggering the Excise Tax, then the parties shall make the applicable correction that will achieve the goal described in Section 5(c) hereof. In the event the error referred to in clause (i) hereof occurs, Executive shall repay to the Company, within 10 days after the error is discovered, the amount necessary to avoid the Excise Tax; provided, however, that if Executive, based on advice from Tax Counsel and Executive's own tax advisor, determines that the return of such amounts will not serve to eliminate the Excess Severance Payments and the Excise Tax, the Company then shall be obligated to pay to Executive, within 10 days after Executive notifies the Company of Executive's determination, the total amount by which the original amount of Executive's compensation and benefits were reduced pursuant to the terms of Sections 5(a) and (b) hereof. In the event the error referred to in clause (ii) hereof occurs, the Company shall pay to Executive, within 10 days after the error is discovered, the maximum amount of the compensation and benefits that were reduced pursuant to the terms of Sections 5(a) and (b) hereof that Executive may receive without triggering the Excise Tax.

Correction of Determination. If it is established pursuant --------------------------- to a final determination of a court or an Internal Revenue Service proceeding, or pursuant to an opinion of Tax Counsel, that, that notwithstanding the good faith of the Company and Executive in applying the terms of this Section 5, either (i) the amounts paid to Executive unintentionally constituted Excess Severance Payments and triggered the Excise Tax, even though the payments to Executive were reduced in an effort to avoid such result; or (ii) the amounts paid to Executive were reduced by more than was necessary to avoid triggering the Excise Tax, then the parties shall make the applicable correction that will achieve the goal described in Section 5(c) hereof. In the event the error referred to in clause (i) hereof occurs, Executive shall is hereby required to repay to the Company, within 10 15 days after the error is discovered, the amount necessary to avoid the Excise Tax; provided, however, that if Executive, based on advice from Tax Counsel and Executive's own tax advisor, determines that the return of such amounts will not serve to eliminate the Excess Severance Payments and the Excise Tax, the Company then shall be obligated to pay to Executive, within 10 15 days after Executive notifies the Company of -7- Executive's determination, the total amount by which the original amount of Executive's compensation and benefits were reduced pursuant to the terms of Sections 5(a) and (b) hereof. In the event the error referred to in clause (ii) hereof occurs, the Company shall pay is hereby required to repay to Executive, within 10 15 days after the error is discovered, the maximum amount of the compensation and benefits that were reduced pursuant to the terms of Sections 5(a) and (b) hereof that Executive may receive without triggering the Excise Tax.

Correction of Determination. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding, or pursuant to an opinion of Tax Counsel, that, notwithstanding the good faith of the Company and Executive in applying the terms of this Section 57, either (i) all or a portion of the amounts paid to Executive unintentionally constituted an Excess Severance Payments Parachute Payment and triggered the Excise Tax, even though although the payments to Executive were reduced in an effort to avoid such result; or (ii) the amounts amount paid to Executive were was reduced by more than was necessary to avoid triggering the Excise Tax, then the parties shall make the applicable correction that will achieve the goal described in Section 5(c7(c) hereof. In the event the error referred to in clause (i) hereof occurs, Executive shall repay to the Company, within 10 ten (10) days after the error is discovered, the amount necessary to avoid the Excise Tax; provided, however, that if Executive, based on advice from Tax Counsel and Executive's own tax advisor, determines that the return of such amounts will not serve to eliminate the Excess Severance Payments Parachute Payment and the Excise Tax, the Company shall then shall be obligated to pay to Executive, within 10 ten (10) days after Executive notifies the Company of Executive's determination, the total amount by which the original amount of Executive's compensation and benefits were reduced pursuant to the terms of Sections 5(aSection 7(a) and (b) hereof. In the event the error referred to in clause (ii) hereof occurs, the Company shall pay to Executive, within 10 ten (10) days after the error is discovered, the maximum amount of the compensation and benefits that were reduced pursuant to the terms of Sections 5(aSection 7(a) and (b) hereof that Executive may receive without triggering the Excise Tax.

Correction of Determination. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding, or pursuant to an opinion of Tax Counsel, that, that notwithstanding the good faith of the Company and Executive in applying the terms of this Section 5, either (i) the amounts paid to Executive unintentionally constituted Excess Severance Payments and triggered the Excise Tax, even though the payments to Executive were reduced in an effort to avoid such result; or (ii) the amounts paid to Executive were reduced by more than was necessary to avoid triggering the Excise Tax, then the parties shall make the applicable correction that will achieve the goal described in Section 5(c) hereof. In the event the error referred to in clause (i) hereof occurs, Executive shall is hereby required to repay to the Company, within 10 15 days after the error is discovered, the amount necessary to avoid the Excise Tax; provided, however, that if Executive, based on advice from Tax Counsel and Executive's ’s own tax advisor, determines that the return of such amounts will not serve to eliminate the Excess Severance Payments and the Excise Tax, the Company then shall be obligated to pay to Executive, within 10 15 days after Executive notifies the Company of Executive's ’s determination, the total amount by which the original amount of Executive's ’s compensation and benefits were reduced pursuant to the terms of Sections 5(a) and (b) hereof. In the event the error referred to in clause (ii) hereof occurs, the Company shall pay is hereby required to repay to Executive, within 10 15 days after the error is discovered, the maximum amount of the compensation and benefits that were reduced pursuant to the terms of Sections 5(a) and (b) hereof that Executive may receive without triggering the Excise Tax.