Common use of Determination of Excise Tax Clause in Contracts

Determination of Excise Tax. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) Any payments or benefits received or to be received by Executive in connection with transactions contemplated by a Change of Control (as defined below) event or Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company), shall be treated as "parachute payments" within the meaning of Section 280G of the Code or any similar or successor provision, and all "excess parachute payments" within the meaning of Section 280G of the Code or any similar or successor provision shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel ("TAX COUNSEL") selected by Company and reasonably acceptable to Executive such payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G of the Code (or any similar or successor provision of the Code) in excess of the base amount within the meaning of Section 280G of the Code (or any similar or successor provision of the Code), or are otherwise not subject to the Excise Tax. (ii) The amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Payments or (ii) the amount of the excess parachute payments within the meaning of Section 280G of the Code (after applying paragraph (b)(1) above). (iii) The value of any non-cash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Section 280G of the Code.

Determination of Excise Tax. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) Any payments or benefits received or to be received by Executive in connection with transactions contemplated by a Change of in Control (as defined below) event or Executive's ’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company), shall be treated as "“parachute payments" ” within the meaning of Section 280G, and all “excess parachute payments” within the meaning of Section 280G of the Code or any similar or successor provision, and all "excess parachute payments" within the meaning of Section 280G of the Code or any similar or successor provision shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel ("TAX COUNSEL") selected by Company and reasonably acceptable to Executive the Accountants such payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G of the Code (or any similar or successor provision of the Code) in excess of the base amount within the meaning of Section 280G of the Code (or any similar or successor provision of the Code)G, or are otherwise not subject to the Excise Tax. (ii) The amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (iA) the total amount of the Payments or (iiB) the amount of the excess parachute payments within the meaning of Section 280G of the Code (after applying paragraph (b)(1Section 6.1(b)(2)(i) above). (iii) The value of any non-cash benefits or any deferred payment or benefit shall be determined by Tax Counsel the Accountants in accordance with the principles of Section 280G of the Code.280G.

Determination of Excise Tax. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) Any payments or benefits received or to be received by Executive in connection with transactions contemplated by a Change of Control (as defined below) event or Executive's ’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company), shall be treated as "“parachute payments" ” within the meaning of Section 280G of the Code or any similar or successor provision, and all "“excess parachute payments" ” within the meaning of Section 280G of the Code or any similar or successor provision shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel ("TAX COUNSEL"“Tax Counsel”) selected by Company and reasonably acceptable to Executive such payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G of the Code (or any similar or successor provision of the Code) in excess of the base amount within the meaning of Section 280G of the Code (or any similar or successor provision of the Code), or are otherwise not subject to the Excise Tax. (ii) The amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Payments or (ii) the amount of the excess parachute payments within the meaning of Section 280G of the Code (after applying paragraph (b)(1) above). (iii) The value of any non-cash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Section 280G of the Code.