Common use of Excise Tax Limit Clause in Contracts

Excise Tax Limit. Notwithstanding anything elsewhere in this ---------------- Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company (or its affiliated companies), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), the payments pursuant to this Agreement shall be reduced so that the present value of the total amount received by the Executive that would constitute a "parachute payment" will be one dollar ($1.00) less than three (3) times the Executive's base amount (as defined in Section 280G of the Code) and so that no portion of the payments or benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code. The determination as to whether any reduction in the payments under this Agreement pursuant to this Section 8 is necessary shall be made by such nationally recognized accounting firm as shall be mutually agreeable to the Company and the Executive, in consultation with any independent law firm of such firm's choice, and such determination shall be conclusive and binding on the Executive and the Company. All fees and expenses of such accounting firm to make such determination shall be paid by the Company. If through error or otherwise the Executive should receive payments under this Agreement or otherwise in excess of one dollar ($1.00) less than three (3) times his base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Tax Limit. Notwithstanding anything elsewhere in this ---------------- Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company (or its affiliated companies), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), the payments pursuant to this Agreement shall be reduced so that the present value of the total amount received by the Executive that would constitute a "parachute payment" will be one dollar ($1.00) less than three (3) times the Executive's base amount (as defined in Section 280G of the Code) and so that no portion of the payments or benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code. The determination as to whether any reduction in the payments under this Agreement pursuant to this Section 8 is necessary shall be made by such nationally recognized accounting firm as shall be mutually agreeable to the Company and the Executive, in consultation with any independent law firm of such firm's choice, and such determination shall be conclusive and binding on the Executive and the Company. All fees and expenses of such accounting firm to make such determination shall be paid by the Company. If through error or otherwise the Executive should receive payments under this Agreement or otherwise in excess of one dollar ($1.00) less than three (3) times his base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Tax Limit. Notwithstanding anything elsewhere in this ---------------- Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company (or its affiliated companies), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), the payments pursuant to this Agreement shall be reduced so that the present value of the total amount received by the Executive that would constitute a "parachute payment" will be one dollar ($1.00) less than three (3) times the Executive's base amount (as defined in Section 280G of the Code) and so that no portion of the payments or benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code. The determination as to whether any reduction in the payments under this Agreement pursuant to this Section 8 is necessary shall be made by such nationally recognized accounting firm as shall be mutually agreeable to the Company and the Executive, in consultation with any independent law firm of such firm's choice, and such determination shall be conclusive and binding on the Executive and the Company. All fees and expenses of such accounting firm to make such determination shall be paid by the Company. If through error or otherwise the Executive should receive payments under this Agreement or otherwise in excess of one dollar ($1.00) less than three (3) times his base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Tax Limit. Notwithstanding anything elsewhere in this ---------------- Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company (or its affiliated companies), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), the payments pursuant to this Agreement shall be reduced so that the present value of the total amount received by the Executive that would constitute a "parachute payment" will be one dollar ($1.00) less than three (3) times the Executive's base amount (as defined in Section 280G of the Code) and so that no portion of the payments or benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code. The determination as to whether any reduction in the payments under this Agreement pursuant to this Section 8 is necessary shall be made by such nationally recognized accounting firm as shall be mutually agreeable to the Company and the Executive, in consultation with any independent law firm of such firm's choice, and such determination shall be conclusive and binding on the Executive and the Company. All fees and expenses of such accounting firm to make such determination shall be paid by the Company. If through error or otherwise the Executive should receive payments under this Agreement or otherwise in excess of one dollar ($1.00) less than three (3) times his base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Tax Limit. Notwithstanding anything elsewhere in this ---------------- Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company (or its affiliated companies), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), the payments pursuant to this Agreement shall be reduced so that the present value of the total amount received by the Executive that would constitute a "parachute payment" will be one dollar ($1.00) less than three (3) times the Executive's base amount (as defined in Section 280G of the Code) and so that no portion of the payments or benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code. The determination as to whether any reduction in the payments under this Agreement pursuant to this Section 8 is necessary shall be made by such nationally recognized accounting firm as shall be mutually agreeable to the Company and the Executive, in consultation with any independent law firm of such firm's choice, and such determination shall be conclusive and binding on the Executive and the Company. All fees and expenses of such accounting firm to make such determination shall be paid by the Company. If through error or otherwise the Executive should receive payments under this Agreement or otherwise in excess of one dollar ($1.00) less than three (3) times his base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. 9.