Common use of Determination by Independent Accountants Clause in Contracts

Determination by Independent Accountants. To aid the Participant in making any election called for under Section 8.2(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 8.2(a) (an “Event”), the Company shall request a determination in writing by independent public accountants selected by the Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b).

Appears in 9 contracts

Samples: Performance Share Agreement (Lululemon Athletica Inc.), Performance Share Agreement (Lululemon Athletica Inc.), Performance Share Agreement (Lululemon Athletica Inc.)

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Determination by Independent Accountants. To aid the Participant in making any election called for under Section 8.2(a7.3(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 8.2(a7.3(a) (an “Event”), the Company shall request a determination in writing by independent public accountants selected by the Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b7.3(b).

Appears in 6 contracts

Samples: Restricted Stock Units Agreement (Lululemon Athletica Inc.), Restricted Stock Units Agreement (Lululemon Athletica Inc.), Restricted Stock Units Agreement (Lululemon Athletica Inc.)

Determination by Independent Accountants. To aid the Participant in making any election called for under Section 8.2(a4.3(a), no later than the date of upon the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” give rise to the Participant as described in acceleration of vesting under Section 8.2(a) 4.2 (an “Event”"EVENT"), the Company shall promptly request a determination in writing by independent public accountants selected by the Company (the “Accountants”"ACCOUNTANTS"). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b)Section.

Appears in 3 contracts

Samples: Stock Option Agreement (Aastrom Biosciences Inc), Restricted Stock Agreement (Jda Software Group Inc), Restricted Stock Agreement (Jda Software Group Inc)

Determination by Independent Accountants. To aid the Participant you in making any election called for under Section 8.2(a8(a), no later than ten (10) days before the anticipated date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant you as described in Section 8.2(a8(a) (an “Event”), the Company shall request a determination in writing by independent public accountants selected by the Company (the “Accountants”). Unless the Company and the Participant you otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant you within twenty three (203) days of before the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participantyou. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeCode and make reasonable assumptions and projections needed to make their required determination. The Company and the Participant you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b8(b).

Appears in 1 contract

Samples: Restricted Share Retention Award Agreement (Forward Air Corp)

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Determination by Independent Accountants. To aid the Participant in making any election called for under Section 8.2(a7.3(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an "excess parachute payment" to the Participant as described in Section 8.2(a7.3(a) (an "Event"), the Company shall request a determination in writing by independent public accountants selected by the Company (the "Accountants"). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b7.3(b).

Appears in 1 contract

Samples: Restricted Stock Units Agreement (Lululemon Athletica Inc.)

Determination by Independent Accountants. To aid the Participant in making any election called for under Section 8.2(a8.3(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an "excess parachute payment" to the Participant as described in Section 8.2(a8.3(a) (an "Event"), the Company shall request a determination in writing by independent public accountants selected by the Company (the "Accountants"). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b8.3(b).

Appears in 1 contract

Samples: Performance Share Agreement (Lululemon Athletica Inc.)

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