Common use of Determination by Accountant Clause in Contracts

Determination by Accountant. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Section 16, including all determinations of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States (the "Accounting Firm"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), both to the Company and to Employee within five (5) business days of Employee's termination date, if applicable, or such earlier time as is requested by the Company or by Employee (if Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 6(k) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the “Accounting Firm”) which firm may be the Company’s accountants. Such determinations of shall include whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no “Change of Control” has occurred (within the meaning of Section 280G of the Code) on the basis of “substantial authority” (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States (the "Accounting Firm"), which Firm shall provide its determinationdetermination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 5(k) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the “Accounting Firm”) which firm may be the Company’s accountants. Such determinations of shall include whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no “Change of Control” has occurred (within the meaning of Section 280G of the Code) on the basis of “substantial authority” (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States (the "Accounting Firm"), which Firm shall provide its determinationdetermination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 9(f) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the "Accounting Firm") which firm may be the Company's accountants. Such determinations of shall include whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no "Change of Control" has occurred (within the meaning of Section 280G of the Code) on the basis of "substantial authority" (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, Accounting Firm shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States provide its determination (the "Accounting FirmDetermination"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 6(l) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the "Accounting Firm") which firm may be the Company's accountants. Such determinations of shall include whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no "Change of Control" has occurred (within the meaning of Section 280G of the Code) on the basis of "substantial authority" (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, Accounting Firm shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States provide its determination (the "Accounting FirmDetermination"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Section 168, including all determinations of whether a Gross-Up Payment is required, of required and the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16Payment, shall be made by an the independent accounting firm selected retained by Employee and reasonably acceptable to the Company from among on the largest five (5) accounting firms date of Change in the United States Control (the "Accounting Firm"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), both to the Company and to Employee the Executive within five (5) 15 business days of Employee's termination datethe date of termination, if applicable, or such earlier time as is requested by the Company or by Employee (if Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax)Company. If the Accounting Firm determines that no Excise Tax is payable by Employeethe Company, it shall furnish Employee the Executive with a written statement an opinion that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee he has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest errorthe Participant. All As a result. of the costs uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 8.3 and expenses the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be borne promptly paid by the CompanyCompany to or for the benefit of the Executive.

Determination by Accountant. (1) All mathematical computations and determinations relevant to this Section shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the “Accounting Firm”), and all reasonably acceptable to Executive, which firm may be the Company’s accountants. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Such determinations of shall include whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section 280G of the Code) that are required ). In making the initial determination hereunder as to be made under this Section 16, including all determinations of whether a Gross-Up Payment is required, of the amount of such Accounting Firm shall be required to determine that no Gross-Up Payment and is required if, but only if, the Accounting Firm (A) concludes that (i) there has not occurred a change in the ownership or effective control of amounts relevant to the last sentence of this Section 16, shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms or a change in the United States ownership of a substantial portion of the assets of the Company (as such terms are defined in Section 280G of the "Accounting Firm"Code) or (ii) no portion of the total Payments constitutes “parachute payments” (within the meaning of said Section 280)G), which in either case on the basis of “substantial authority” (within the meaning of Section 6230 of the Code), and (B) provides an opinion to that effect to both the Company and Executive, including the reasons therefore and an option that Executive has substantial authority not to report any Excise Tax on his federal income tax return. If the Accounting Firm determines that a Gross-Up Payment is required, the Accounting Firm shall provide its determinationdetermination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five Executive by no later than ten (510) business days following the Date of Employee's termination date, if applicableTermination, or such earlier time as is requested by the Company or by Employee Executive (if Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. (1) All mathematical computations and determinations relevant to this Section shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the "Accounting Firm"), and all reasonably acceptable to Executive, which firm may be the Company's accountants. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Such determinations of shall include whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required ). In making the initial determination hereunder as to be made under this Section 16, including all determinations of whether a Gross-Up Payment is required, of the amount of such Accounting Firm shall be required to determine that no Gross-Up Payment and is required if, but only if, the Accounting Firm (A) concludes that (i) there has not occurred a change in the ownership or effective control of amounts relevant to the last sentence of this Section 16, shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms or a change in the United States ownership of a substantial portion of the assets of the Company (as such terms are defined in Section 280G of the Code) or (ii) no portion of the Total Payments constitutes "parachute payments" (within the meaning of said Section 280G), in either case on the basis of "substantial authority" (within the meaning of Section 6230 of the Code), and (B) provides an opinion to that effect to both the Company and Executive, including the reasons therefor and an opinion that Executive has substantial authority not to report any Excise Tax on his federal income tax return. If the Accounting Firm determines that a Gross-Up Payment is required, the Accounting Firm shall provide its determination (the "Accounting FirmDetermination"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five Executive by no later than ten (510) business days following the Date of Employee's termination date, if applicableTermination, or such earlier time as is requested by the Company or by Employee Executive (if Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 5(k) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the "Accounting Firm") which firm may be the Company's accountants. Such determinations of shall include whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no "Change of Control" has occurred (within the meaning of Section 280G of the Code) on the basis of "substantial authority" (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, Accounting Firm shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States provide its determination (the "Accounting FirmDetermination"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Section 164, including all determinations of whether a Gross-Up Payment is required, of required and the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16Payment, shall be made made, at HEC's expense, by an the independent accounting firm selected retained by Employee and reasonably acceptable to HEC on the Company from among the largest five (5) accounting firms date of Change in the United States Control (the "Accounting Firm"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), both to HEC and the Company and to Employee Executive within five fifteen (515) business days of Employee's termination datethe Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee (if Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax)HEC. If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive with a written statement an opinion that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee he has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination determination by the Accounting Firm shall be binding upon HEC and the Company and Employee, absent manifest errorExecutive. All As a result of the costs uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payment which will not have been made by HEC, should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that HEC exhausts its remedies pursuant to this Section 4 and expenses the Executive thereafter is required to made a payment of any Excise Tax, the Accounting Firm shall determine, at HEC's expense, the amount of the Underpayment that has occurred and any Underpayment shall be borne promptly paid by HEC to or for the Companybenefit of the Executive.

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 8(f) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the "Accounting Firm") which firm may be the Company's accountants. Such determinations of shall include whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no "Change of Control" has occurred (within the meaning of Section 280G of the Code) on the basis of "substantial authority" (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, Accounting Firm shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States provide its determination (the "Accounting FirmDetermination"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations determinations, and all determinations of as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) ), that are required to be made under this Section 1610(b)(ii), including all determinations of as to whether a Gross-Up Payment is required, of required and the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16Payment, shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company Executive from among the four (4) largest five (5) accounting firms in the United States (the "Accounting Firm"), which subject to the limitation of Section 10(b)(iv). The Accounting Firm shall provide its determinationdetermination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination")matter, both to the Company and to Employee within five Executive by no later than ten (510) business days following the date of EmployeeExecutive's termination dateof employment, if applicable, or such earlier time as is requested by the Company or by Employee Executive (if Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by EmployeeExecutive, it shall furnish Employee Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee Executive has substantial authority not to report any Excise Tax on Employee's her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee Executive within five twenty (520) business days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.the

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 6(k) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the "Accounting Firm") which firm may be the Company's accountants. Such determinations of shall include whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no "Change of Control" has occurred (within the meaning of Section 280G of the Code) on the basis of "substantial authority" (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, Accounting Firm shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States provide its determination (the "Accounting FirmDetermination"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Section 165(d), including all determinations of whether a Gross-Up an Adjustment Payment is required, of required and the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16Adjustment Payment, shall be made by an the independent accounting firm selected retained by Employee and reasonably acceptable to the Company from among on the largest five (5) accounting firms in the United States date of Change of Control (the "“Accounting Firm"”), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), both to the Company and to Employee the Executive within five fifteen (515) business days of Employee's termination datethe Date of Termination, if applicable, or such earlier time as is requested by the Company or by Employee (if Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax)Company. If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive with a written statement an opinion that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee he has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest errorthe Executive. All As a result of the costs uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that an Adjustment Payment which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(d)(iii) and expenses the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be borne promptly paid by the CompanyCompany to or for the benefit of the Executive; provided, however, that the sum of the Underpayment plus any Adjustment Payment previously paid shall not exceed two times the Change of Control Amount.

Determination by Accountant. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Section 168, including all determinations of whether a Gross-Up Payment is required, of required and the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16Payment, shall be made by an the independent accounting firm selected retained by Employee and reasonably acceptable to the Company from among on the largest five (5) accounting firms date of Change in the United States Control (the "Accounting Firm"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), both to the Company and to Employee the Executive within five (5) 15 business days of Employee's termination datethe date of termination, if applicable, or such earlier time as is requested by the Company or by Employee (if Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax)Company. If the Accounting Firm determines that no Excise Tax is payable by Employeethe Company, it shall furnish Employee the Executive with a written statement an opinion that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee she has substantial authority not to report any Excise Tax on Employee's her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest errorthe Participant. All As a result. of the costs uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 8.3 and expenses the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be borne promptly paid by the CompanyCompany to or for the benefit of the Executive.

Determination by Accountant. (A) All mathematical computations and determinations and all relevant to this Section 5(m) shall be made by a national accounting firm selected by the Company from among the five (5) largest accounting firms in the United States (the "Accounting Firm") which firm may be the Company's accountants. Such determinations of shall include whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting Firm is able to conclude that no "Change of Control" has occurred (within the meaning of Section 280G of the Code) on the basis of "substantial authority" (within the meaning of Section 6230 of the Code) and shall provide opinions to that are required effect to be made under this Section 16, including all determinations of whether both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16, Accounting Firm shall be made by an independent accounting firm selected by Employee and reasonably acceptable to the Company from among the largest five (5) accounting firms in the United States provide its determination (the "Accounting FirmDetermination"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), matter both to the Company and to Employee within five the Executive by no later than ten (510) business days of Employee's termination datefollowing the Termination Date, if applicable, or such earlier time as is requested by the Company or by Employee the Executive (if Employee the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employeethe Executive, it shall furnish Employee the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee the Executive has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Section 168, including all determinations of whether a Gross-Up Payment is required, of required and the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section 16Payment, shall be made by an the independent accounting firm selected retained by Employee and reasonably acceptable to the Company from among on the largest five (5) accounting firms date of a Change in the United States Control (the "Accounting Firm"), which shall provide its determination, together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matters (the "Determination"), both to the Company and to Employee the Executive within five (5) 15 business days of Employee's termination datethe date of termination, if applicable, or such earlier time as is requested by the Company or by Employee (if Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax)Company. If the Accounting Firm determines that no Excise Tax is payable by Employeethe Company, it shall furnish Employee the Executive with a written statement an opinion that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that Employee he has substantial authority not to report any Excise Tax on Employee's his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to Employee within five (5) business days after the Determination is delivered to the Company or to Employee. Any Determination determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest errorthe Participant. All As a result of the costs uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 8.3 and expenses the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be borne promptly paid by the CompanyCompany to or for the benefit of the Executive.