Common use of Federal Excise Tax Clause in Contracts

Federal Excise Tax. a. If any amounts payable to the Executive under this Agreement are characterized as excess parachute payments pursuant to Section 4999 of the Code and Executive thereby would be subject to any United States federal excise tax due to that characterization, then Executive may elect, in Executive's sole discretion, to reduce the amounts payable under this Agreement or to have any portion of applicable options not vest in order to avoid any "excess parachute payment" under Section 280G(b)(1) of the Code. b. Unless the Corporation and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by independent public accountants for the Corporation (the "Accountants"), whose determination shall be conclusive and binding upon Executive and the Corporation for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Corporation shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 11. The Corporation shall pay all reasonable legal fees and expenses incurred in defending against any claim by the Internal Revenue Service that would require payment of any tax under Section 4999 of the Code and shall promptly reimburse them for the reasonable expenses incurred by Executive in connection with defending such claim provided that Executive: (i) give the Corporation any information reasonably requested by the Corporation relating to the claim; (ii) accept legal representation with respect to such claim by an attorney reasonably selected by the Corporation and reasonably acceptable to Executive; (iii) cooperate with the Corporation in good faith in contesting the claim; and (iv) permit the Corporation to participate in and control any proceedings relating to the claim.

Federal Excise Tax. a. If any amounts payable to the Executive under this Agreement are characterized as excess parachute payments pursuant to Section 4999 of the Code and Executive thereby would be subject to any United States federal excise tax due to that characterization, then Executive may elect, in Executive's ’s sole discretion, to reduce the amounts payable under this Agreement or to have any portion of applicable options not vest in order to avoid any "“excess parachute payment" ” under Section 280G(b)(1) of the Code. b. Unless the Corporation and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by independent public accountants for the Corporation (the "“Accountants"”), whose determination shall be conclusive and binding upon Executive and the Corporation for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Corporation and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Corporation shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 11. The Corporation shall pay all reasonable legal fees and expenses incurred in defending against any claim by the Internal Revenue Service that would require payment of any tax under Section 4999 of the Code and shall promptly reimburse them for the reasonable expenses incurred by Executive in connection with defending such claim provided that Executive: (i) give the Corporation any information reasonably requested by the Corporation relating to the claim; (ii) accept legal representation with respect to such claim by an attorney reasonably selected by the Corporation and reasonably acceptable to Executive; (iii) cooperate with the Corporation in good faith in contesting the claim; and (iv) permit the Corporation to participate in and control any proceedings relating to the claim.