Common use of Cut Back in Benefits Clause in Contracts

Cut Back in Benefits. Notwithstanding any other provision of this Agreement, the cash lump sum payment and other benefits otherwise to be provided pursuant to Sections 3 and 4 of this Agreement (the "Severance Benefit") shall be reduced as described below if the Company would, by reason of section 280G of the Code, not be entitled to deduct for federal income tax purposes any part of the Severance Benefit or any part of any other payment or benefit to which Executive is entitled under any plan, practice, policy, or program. For the purposes of this Agreement, the Company's independent auditors shall determine the value of any deferred payments or benefits in accordance with the principles of section 280G of the Code, and tax counsel selected by the Company's independent auditors and acceptable to the Company shall determine the deductibility of payments and benefits to which the Executive is entitled. The Severance Benefit shall be reduced only to the extent required, in the opinion of such tax counsel, to prevent such nondeductibility of any part of the remaining Severance Benefit and other payments and benefits to which the Executive is entitled. The Company shall determine which elements of the Severance Benefit shall be reduced to conform to the provisions of this Section. Any determination made by the Company's independent auditors or by tax counsel pursuant to this Section shall be conclusive and binding on the Executive.

Cut Back in Benefits. Notwithstanding any other provision of this Agreement, the cash lump sum payment and other benefits or severance pay otherwise to be provided pursuant to Sections Section 3 and or 4 of this Agreement Agreement, as applicable, (the "Severance Benefit") shall be reduced as described below if the Company would, by reason of section 280G of the Code, not be entitled to deduct for federal income tax purposes any part of the Severance Benefit or any part of any other payment or benefit to which Executive is entitled under any plan, practice, policy, or program. For the purposes of this Agreement, the Company's independent auditors shall determine the value of any deferred payments or benefits in accordance with the principles of section 280G of the Code, and tax counsel selected by the Company's independent auditors and acceptable to the Company shall determine the deductibility of payments and benefits to which the Executive is entitled. The Severance Benefit shall be reduced only to the extent required, in the opinion of such tax counsel, to prevent such nondeductibility of any part of the remaining Severance Benefit and other payments and benefits to which the Executive is entitled. The Company shall determine which elements of the Severance Benefit shall be reduced to conform to the provisions of this SectionSection 7. Any determination made by the Company's independent auditors or by tax counsel pursuant to this Section 7 shall be conclusive and binding on the Executive.