Common use of Determining Excise Tax Clause in Contracts

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s independent certified public accountants appointed prior to the Change of Control Date, or tax counsel selected by such accountants (the “Accountants”), such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount”, or such “parachute payments” are otherwise not subject to such Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i1) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s Company's independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s Company's independent certified public accountants appointed prior to the Change of Control Date, or tax counsel selected by such accountants (the “"Accountants”"), such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “"base amount”", or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (ii2) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s 's independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s 's independent certified public accountants appointed prior to the Change of Control Date, or tax counsel selected by such accountants (the “"Accountants”"), such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “"base amount”", or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,: (iA) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion good faith judgment of the Corporation’s independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s Company's independent certified public accountants appointed prior to the Change date of Control Date, this Agreement or tax counsel selected by such accountants Accountants (the “"Accountants”"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4280G(b)(4)(B) of the Code) in excess of the “"base amount”, ," or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (iiB) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i1) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3280G{b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s Company's independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s Company's independent certified public accountants appointed prior to the Change of Control Date, or tax counsel selected by such accountants (the “" Accountants”"), such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4280G{b)(4) of the Code) in excess of the “"base amount”", or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (ii2) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s Company's independent certified public accountants, which, in the case of Covered Payments made after the Change of Control DateControl, shall be the Corporation’s Company's independent certified public accountants accounts appointed prior to the Change of Control DateControl, or tax counsel selected by such accountants (the “"Accountants”"), such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “"base amount”, ," or such “"parachute payments” " are otherwise not subject to such Excise Tax, and, (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code., and (iii) if the Covered Payments exceed the amount allowed under Code Section 280G(d)(2), the Executive may elect one of the following: (A) the Company will adjust the Covered Payments by the amount of excise tax due as a result of excess payment amount under Code Section 280G; or (B) the Covered Payments may be reduced by the amount which exceeds the limit on Code Section 280G.

Determining Excise Tax. For purposes of determining ----------------------- whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s Company's independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s Company's independent certified public accountants appointed prior to the Change of Control Date, or tax counsel selected by such accountants (the “"Accountants”"), such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “"base amount”", or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (iA) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the CorporationGTI’s independent certified public accountants, which, in the case of Covered Payments made after the date of a Change of Control DateControl, shall be the CorporationGTI’s independent certified public accountants appointed prior to the date of the Change of Control DateControl, or tax counsel selected by such accountants (the “Accountants”), such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount”, ,” or such “parachute payments” are otherwise not subject to such Excise Tax, and (iiB) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, , (i) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s 's independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s 's independent certified public accountants appointed prior to the Change of Control Date, or tax counsel selected by such accountants (the “"Accountants”"), such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “"base amount”", or such “"parachute payments” " are otherwise not subject to such Excise Tax, and and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, Tax unless, and except to the extent that, in the opinion of the Corporation’s independent certified public accountants, which, in the case of Covered Payments made after the Change of Control Date, shall be the Corporation’s independent certified public accountants appointed prior to the Change of Control Date, or tax counsel selected by such accountants (the “Accountants”), such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount”, or such “parachute payments” are otherwise not subject to such Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Determining Excise Tax. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i1) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the Corporation’s Company's independent certified public accountants, which, in the case of Covered Payments made after the Change of Control DateControl, shall be the Corporation’s Company's independent certified public accountants appointed prior to the Change of Control DateControl, or tax counsel selected by such accountants (the “"Accountants”"), such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Internal Revenue Code) in excess of the “"base amount”, ," or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (ii2) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Internal Revenue Code.