Common use of Effect of Certain Payments Clause in Contracts

Effect of Certain Payments. Notwithstanding anything herein to the contrary, if any payment or right accruing to Executive hereunder (without the application of this SECTION 6.6), either alone or together with other payments or rights accruing to Executive from the Company, would constitute a "PARACHUTE PAYMENT" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), and regulations thereunder), such payment or right shall be reduced to the largest amount or greatest right (for example, by deferring the vesting date of Executive's Options or restricted stock) that will result in no portion of the amount payable or right accruing hereunder being subject to an excise tax under Section 4999 of the Code, unless Executive would be in a better after-tax economic position if no such reduction were to occur. The determination of the amount of any potential reduction in the rights or payments shall be made by Executive. The Company shall cooperate in good faith with Executive in making such determination and providing the necessary information for this purpose. In the event that the vesting date of any Option is deferred hereunder, the term during which such Option may be exercised shall be extended until the ninetieth (90th) day following the full vesting thereof.