Common use of For Good Reason by Employee Clause in Contracts

For Good Reason by Employee. Employee may at any time during the term hereof, without any prior notice, terminate this Agreement for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events: (i) a material breach by the Company of this Agreement (including, without limitation, the Company's relocation of Employee in breach of Section 3(g) above; and the Company's failure to pay any compensation to Employee more than thirty (30) days after the date such payment is due); (ii) a reduction in Employee's Base Salary or any other compensation or benefits (other than a reduction in the Incentive Bonus which is solely attributable to (A) lower Net Earnings or (B) Employee's failure to follow a Company policy, or with respect to a significant matter, pursuant to Section 3(a)(iii) above); (iii) a material reduction in or interference with Employee's position, duties, responsibilities or support with respect to his employment by the Company under this Agreement without Employee's prior written consent; or (iv) a "Change in Control" of the Company (as defined below). For purposes of this Section 5(d), a "Change in Control" of the Company shall be deemed to occur if (i) over a twelve (12) month period, a person or group of persons acquires shares of the Company representing thirty-five percent (35%) of the voting power of the Company or a majority of the members of the Board is replaced by directors not endorsed by the members of the Board before their appointment or (ii) a person or group of persons (other than a person or group of persons controlled, directly or indirectly, by shareholders of the Company) acquires forty percent (40%) or more of the gross fair market value of the assets of the Company over a 12-week period. The interpretation of the meanings of the terms in the preceding sentence shall be made in accordance with the meanings ascribed to those terms under Section 409A of the Code, except that the words "person," "persons" or "group" in the immediately preceding sentence shall be interpreted in accordance with the meanings ascribed to those words under Section 280(G) of the Code and the regulations thereunder. In the event that Employee elects to terminate this Agreement upon or following a Change in Control of the Company, then Employee shall provide written notice thereof to the Board no more than one (1) year after the effective date of the Change in Control. In the event that Employee terminates this Agreement pursuant to the first paragraph of this Section 5(d), then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; and (iii) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the later to occur of the date which is sixty (60) days after the end of the Year in which such termination occurs or six (6) months following such termination, a lump sum amount equal to (i) the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of Employee's employment), with respect to a period equal to the longer of twenty four (24) months or the remainder of the term of this Agreement which would have occurred in the absence of such termination; (ii) the Target Bonus for each full Year during the remainder of the term of this Agreement which would have occurred in the absence of such termination and a ratable portion thereof for any partial Year; and (iii) the cost of the Benefits Amount and Car Allowance provided by the Company as in effect at the time of such termination for the remainder of the term of this Agreement; provided, however, that if such termination occurs upon or following a Change in Control, then the Company shall pay to Employee the greater of (A) the sum of the amounts determined under the preceding sentence or (B) an amount equal to 2.99 times Employee's "Base Amount" within the meaning of Section 280G of the Code. The Company shall also pay to Employee within ten (10) days after the date of such termination any other amounts due to Employee as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(g) above. In addition to Employee's rights under share option or restricted stock agreements outstanding prior to the date hereof, Employee shall also be entitled to immediate vesting of the (i) restricted stock held by Employee on the date of such termination which were granted on or after the date hereof, and (ii) any Performance Shares/Options held by Employee on the date of such termination which were granted on or after the date hereof, all of which shall remain exercisable until the earlier of one year following the date of such termination or, if applicable, the date any such options would otherwise expire in the absence of such termination. The exercise of any rights under this Section would be in lieu of any rights Employee might have under Section 5(h) below. To provide Employee with adequate protection in connection with Employee's ongoing employment with the Company, the Company provides Employee with various benefits, pursuant to this Agreement and otherwise. On or following a "Change in Control," within the meaning of Section 280G of the Code, it is possible that a portion of those benefits might be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 5(d) are important, and it is agreed that Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code in the event that a portion of the benefits payable to Employee pursuant to this Agreement or otherwise are treated as excess parachute payments. The Company and Employee, therefore, have agreed as follows: Notwithstanding any other provision of this Agreement to the contrary, if it shall be determined that any payment or benefit provided by the Company and any other person to or for the benefit of Employee, whether paid or payable or provided or which may be provided pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this clause (i) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to or on behalf of Employee an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. All determinations regarding whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination shall be made by an independent public accounting firm with a national reputation in the United States that is selected by Employee (the "Accounting Firm") which shall provide detailed support and calculations both to the Company and to Employee within fifteen (15) business days after the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. The amount of any Gross-Up Payment shall be paid in a lump sum within seven (7) days following such determination by the Accounting Firm. In the event that the Accounting Firm's determination is not finally accepted by the Internal Revenue Service upon any audit, then an appropriate adjustment shall be computed (with an additional Gross-Up Payment, if applicable) by the Accounting Firm based upon the final amount of the Excise Tax so determined. Such adjustment shall be paid by the appropriate party in a lump sum within seven (7) days following the computation of such adjustment by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The provisions of this Section 5(d) regarding the Company's obligation to make a Gross-Up Payment shall survive termination of Employee's employment for any reason.

For Good Reason by Employee. Employee may may, at any time during the term hereofTerm, without any prior notice, terminate this Agreement for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events: (i) a material breach by the Company of this Agreement (including, without limitation, the Company's relocation of Employee in breach of Section 3(g) above; , and the Company's failure to pay any compensation to Employee more than thirty (30) days after the date such payment is due); (ii) a reduction in Employee's Base Salary or any other compensation or benefits (other than a reduction in the Incentive Bonus which is solely attributable to (Athe terms of Section 3(a)(ii) lower Net Earnings or (B) Employee's failure to follow a Company policy, or with respect to a significant matter, pursuant to Section 3(a)(iii) ), above); (iii) a material reduction in or interference with Employee's position, duties, responsibilities or support with respect to his employment by the Company under this Agreement without Employee's prior written consent; or (iv) a "Change in Control" Control of the Company (Company, as defined below). For purposes of this Section 5(d), a "Change in Control" of the Company shall be deemed to occur if (i) over a twelve (12) month period, a person or group of persons acquires shares of the Company representing thirty-five percent (35%) of the voting power of the Company or a majority of the members of the Board is replaced by directors not endorsed by the members of the Board before their appointment or (ii) a person or group of persons (other than a person or group of persons controlled, directly or indirectly, by shareholders of the Company) acquires forty percent (40%) or more of the gross fair market value of the assets of the Company over a 12-week period. The interpretation of the meanings of the terms in the preceding sentence shall be made in accordance with the meanings ascribed to those terms under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), except that the words "person," "persons" or "group" in the immediately preceding sentence shall be interpreted in accordance with the meanings ascribed to those words under Section 280(G) 280G of the Code and the regulations thereunder. In the event that Employee elects to terminate this Agreement upon or following a Change in Control of the Company, then Employee shall provide written notice thereof to the Board no more than one (1) year after the effective date of the Change in Control. In the event that Employee terminates this Agreement pursuant to the first paragraph of this Section 5(d), then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above ), above, to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; and (iii) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the later to occur of the date which is sixty (60) days after the end of the Year in which such termination occurs or six (6) months following such termination, a lump sum amount equal to (i) the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of Employee's employment), with respect to a period equal to the longer of twenty twenty-four (24) months or the remainder of the term of this Agreement Term, which would have occurred in the absence of such termination; (ii) the Target Bonus for each full Year during the remainder of the term of this Agreement Term, which would have occurred in the absence of such termination and a ratable portion thereof for any partial Year; and (iii) the cost of the Benefits Amount and Car Allowance provided by the Company as in effect at the time of such termination for the remainder of the term of this Agreement; provided, however, that if such termination occurs upon or following a Change in Control, then the Company shall pay to Employee the greater of (A) the sum of the amounts determined under the preceding sentence or (B) an amount equal to 2.99 times Employee's "Base Amount" within the meaning of Section 280G of the CodeTerm. The Company shall also pay to Employee within ten (10) days after the date of such termination any other amounts due to Employee as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(g) ), above. In addition to Employee's rights under share option option, restricted share or restricted stock performance share agreements outstanding prior to to, or after, the date hereof, upon such termination, Employee shall also be entitled to immediate vesting of the any (i) restricted stock shares and/or performance shares, as the case may be, held by Employee on the date of such termination which were granted on before or after the date hereof, and (ii) any Performance Shares/Options share options held by Employee on the date of such termination which were granted on or after the date hereof, all of which shall remain exercisable until the earlier of one year following the date of such termination or, if applicable, the date any such share options would otherwise expire in the absence of such termination. The exercise of any rights under this Section 5(d) would be in lieu of any rights Employee might have under Section 5(h) below. To provide Employee with adequate protection in connection with Employee's ongoing employment with the Company, the Company provides Employee with various benefits, pursuant to this Agreement and otherwise. On or following a "Change in Control," within the meaning of Section 280G of the Code, it is possible that a portion of those benefits might be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 5(d) are important, and it is agreed that Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code in the event that a portion of the benefits payable to Employee pursuant to this Agreement or otherwise are treated as excess parachute payments. The Company and Employee, therefore, have agreed as follows: Notwithstanding any other provision of this Agreement to the contrary, if it shall be determined that any payment or benefit provided by the Company and any other person to or for the benefit of Employee, whether paid or payable or provided or which may be provided pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this clause (i) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise Tax"5(g), then the Company shall pay to or on behalf of Employee an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. All determinations regarding whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination shall be made by an independent public accounting firm with a national reputation in the United States that is selected by Employee (the "Accounting Firm") which shall provide detailed support and calculations both to the Company and to Employee within fifteen (15) business days after the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. The amount of any Gross-Up Payment shall be paid in a lump sum within seven (7) days following such determination by the Accounting Firm. In the event that the Accounting Firm's determination is not finally accepted by the Internal Revenue Service upon any audit, then an appropriate adjustment shall be computed (with an additional Gross-Up Payment, if applicable) by the Accounting Firm based upon the final amount of the Excise Tax so determined. Such adjustment shall be paid by the appropriate party in a lump sum within seven (7) days following the computation of such adjustment by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The provisions of this Section 5(d) regarding the Company's obligation to make a Gross-Up Payment shall survive termination of Employee's employment for any reasonbelow.

For Good Reason by Employee. Employee may may, at any time during the term hereofTerm, without any prior notice, terminate this Agreement for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events: (i) a material breach by the Company of this Agreement (including, without limitation, the Company's relocation of Employee in breach of Section 3(g) above; , and the Company's failure to pay any compensation to Employee more than thirty (30) days after the date such payment is due); (ii) a reduction in Employee's Base Salary or any other compensation or benefits (other than a reduction in the Incentive Bonus which is solely attributable to (Athe terms of Section 3(a)(ii) lower Net Earnings or (B) Employee's failure to follow a Company policy, or with respect to a significant matter, pursuant to Section 3(a)(iii) ), above); (iii) a material reduction in or interference with Employee's position, duties, responsibilities or support with respect to his employment by the Company under this Agreement without Employee's prior written consent; or (iv) a "Change in Control" Control of the Company (Company, as defined below). For purposes of this Section 5(d)Agreement, a "Change in Control" of the Company shall be deemed to occur if (i) over a twelve (12) month period, a person or group of persons acquires shares of the Company representing thirty-five percent (35%) of the voting power of the Company or a majority of the members of the Board is replaced by directors not endorsed by the members of the Board before their appointment or (ii) a person or group of persons (other than a person or group of persons controlled, directly or indirectly, by shareholders of the Company) acquires forty percent (40%) or more of the gross fair market value of the assets of the Company over a 12-week period. The interpretation of the meanings of the terms in the preceding sentence shall be made in accordance with the meanings ascribed to those terms under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), except that the words "person," "persons" or "group" in the immediately preceding sentence shall be interpreted in accordance with the meanings ascribed to those words under Section 280(G) 280G of the Code and the regulations thereunder. In the event that Employee elects to terminate this Agreement upon or following a Change in Control of the Company, then Employee shall provide written notice thereof to the Board no more than one (1) year after the effective date of the Change in ControlControl of the Company. In the event that Employee terminates this Agreement pursuant to the first paragraph of this Section 5(d), then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above ), above, to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; and (iii) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the later to occur of the date which is sixty (60) days after the end of the Year in which such termination occurs or six (6) months following such termination, a lump sum amount equal to (i) the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of Employee's employment), with respect to a period equal to the longer of twenty twenty-four (24) months or the remainder of the term of this Agreement Term, which would have occurred in the absence of such termination; (ii) the Target Bonus for each full Year during the remainder of the term of this Agreement Term, which would have occurred in the absence of such termination and a ratable portion thereof for any partial Year; and (iii) the cost of the Benefits Amount and Car Allowance provided by the Company as in effect at the time of such termination for the remainder of the term of this Agreement; providedTerm. In addition, however, that if such termination occurs upon or following a Change in Control, then the Company shall pay to Employee the greater of (A) the sum of the amounts determined under the preceding sentence or (B) an amount equal to 2.99 times Employee's "Base Amount" within the meaning of Section 280G of the Code. The Company shall also pay to Employee within ten (10) days after the date of such termination any other amounts due to Employee as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(g), above; and (B) above. In in addition to Employee's rights under share option option, restricted share or restricted stock performance share agreements outstanding prior to to, or after, the date hereof, upon such termination, Employee shall also be entitled to immediate vesting of the any (i) restricted stock shares held by Employee on the date of such termination which were granted before, on or after the date hereof, and the Performance Shares, as the case may be, held by Employee on the date of such termination which were granted before or after the date hereof, and (ii) any Performance Shares/Annual Options held by Employee on the date of such termination which were granted on or after the date hereof, all of which shall remain exercisable until the earlier of one year following the date of such termination or, if applicable, the date any such share options would otherwise expire in the absence of such termination. The exercise of any rights under this Section 5(d) would be in lieu of any rights Employee might have under Section 5(h) below. To provide Employee with adequate protection in connection with Employee's ongoing employment with the Company, the Company provides Employee with various benefits, pursuant to this Agreement and otherwise. On or following a "Change in Control," within the meaning of Section 280G of the Code, it is possible that a portion of those benefits might be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 5(d) are important, and it is agreed that Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code in the event that a portion of the benefits payable to Employee pursuant to this Agreement or otherwise are treated as excess parachute payments. The Company and Employee, therefore, have agreed as follows: Notwithstanding any other provision of this Agreement to the contrary, if it shall be determined that any payment or benefit provided by the Company and any other person to or for the benefit of Employee, whether paid or payable or provided or which may be provided pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this clause (i) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise Tax"5(g), then the Company shall pay to or on behalf of Employee an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. All determinations regarding whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination shall be made by an independent public accounting firm with a national reputation in the United States that is selected by Employee (the "Accounting Firm") which shall provide detailed support and calculations both to the Company and to Employee within fifteen (15) business days after the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. The amount of any Gross-Up Payment shall be paid in a lump sum within seven (7) days following such determination by the Accounting Firm. In the event that the Accounting Firm's determination is not finally accepted by the Internal Revenue Service upon any audit, then an appropriate adjustment shall be computed (with an additional Gross-Up Payment, if applicable) by the Accounting Firm based upon the final amount of the Excise Tax so determined. Such adjustment shall be paid by the appropriate party in a lump sum within seven (7) days following the computation of such adjustment by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The provisions of this Section 5(d) regarding the Company's obligation to make a Gross-Up Payment shall survive termination of Employee's employment for any reasonbelow.

For Good Reason by Employee. Employee may at any time during the term hereof, without any prior notice, terminate this Agreement for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events: (i) a material breach by the Company of this Agreement (including, without limitation, the Company's relocation of Employee in breach of Section 3(g) above; and the Company's failure to pay any compensation to Employee more than thirty (30) days after the date such payment is due); (ii) a reduction in Employee's Base Salary or any other compensation or benefits (other than a reduction in the Incentive Bonus which is solely attributable to (A) lower Net Earnings or (B) Employee's failure to follow a Company policy, or with respect to a significant matter, pursuant to Section 3(a)(iii) above); (iii) a material reduction in or interference with Employee's position, duties, responsibilities or support with respect to his employment by the Company under this Agreement without Employee's prior written consent; or (iv) a "Change in Control" of the Company (as defined below). For purposes of this Section 5(d), a "Change in Control" of the Company shall be deemed to occur if (i) over a twelve (12) month period, a person or group of persons acquires shares of the Company representing thirty-five percent (35%) of the voting power of the Company or a majority of the members of the Board is replaced by directors not endorsed by the members of the Board before their appointment or (ii) a person or group of persons (other than a person or group of persons controlled, directly or indirectly, by shareholders of the Company) acquires forty percent (40%) or more of the gross fair market value of the assets of the Company over a 12-week period. The interpretation of the meanings of the terms in the preceding sentence shall be made in accordance with the meanings ascribed to those terms under Section 409A of the Code, except that the words "person," "persons" or "group" in the immediately preceding sentence shall be interpreted in accordance with the meanings ascribed to those words under Section 280(G) of the Code and the regulations thereunder. In the event that Employee elects to terminate this Agreement upon or following a Change in Control of the Company, then Employee shall provide written notice thereof to the Board no more than one (1) year after the effective date of the Change in Control. In the event that Employee terminates this Agreement pursuant to the first paragraph of this Section 5(d), then the Company shall pay to Employee (A) within ten (10) days after the date of termination, an amount equal to (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i) above to which Employee was entitled as of the date of such termination; (ii) any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii) above to which Employee was entitled as of the date of such termination; and (iii) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of such termination; and (B) upon the later to occur of the date which is sixty (60) days after the end of the Year in which such termination occurs or six (6) months following such termination, a lump sum amount equal to (i) the aggregate Base Salary (based on the Base Salary in effect on the date of the termination of Employee's employment), with respect to a period equal to the longer of twenty four (24) months or the remainder of the term of this Agreement which would have occurred in the absence of such termination; (ii) the Target Bonus for each full Year during the remainder of the term of this Agreement which would have occurred in the absence of such termination and a ratable portion thereof for any partial Year; and (iii) the cost of the Benefits Amount and Car Allowance provided by the Company as in effect at the time of such termination for the remainder of the term of this Agreement; provided, however, that if such termination occurs upon or following a Change in Control, then the Company shall pay to Employee the greater of (A) the sum of the amounts determined under the preceding sentence or (B) an amount equal to 2.99 times Employee's "Base Amount" within the meaning of Section 280G of the Code. The Company shall also pay to Employee within ten (10) days after the date of such termination any other amounts due to Employee as of the date of termination, including, but not limited to, reimbursement of expenses under Section 3(g) above. In addition to Employee's rights under share option or restricted stock restricted/performance share agreements outstanding prior to the date hereof, Employee shall also be entitled to immediate vesting of the (i) restricted stock held by Employee on the date of such termination which were granted on or after the date hereof, and (ii) any Performance Shares/Options held by Employee on the date of such termination which were granted on or after the date hereof, all of which shall remain exercisable until the earlier of one year following the date of such termination or, if applicable, the date any such options would otherwise expire in the absence of such termination. The exercise of any rights under this Section would be in lieu of any rights Employee might have under Section 5(h) below. To provide Employee with adequate protection in connection with Employee's ongoing employment with the Company, the Company provides Employee with various benefits, pursuant to this Agreement and otherwise. On or following a "Change in Control," within the meaning of Section 280G of the Code, it is possible that a portion of those benefits might be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 5(d) are important, and it is agreed that Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code in the event that a portion of the benefits payable to Employee pursuant to this Agreement or otherwise are treated as excess parachute payments. The Company and Employee, therefore, have agreed as follows: Notwithstanding any other provision of this Agreement to the contrary, if it shall be determined that any payment or benefit provided by the Company and any other person to or for the benefit of Employee, whether paid or payable or provided or which may be provided pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this clause (i) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to or on behalf of Employee an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. All determinations regarding whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination shall be made by an independent public accounting firm with a national reputation in the United States that is selected by Employee (the "Accounting Firm") which shall provide detailed support and calculations both to the Company and to Employee within fifteen (15) business days after the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. The amount of any Gross-Up Payment shall be paid in a lump sum within seven (7) days following such determination by the Accounting Firm. In the event that the Accounting Firm's determination is not finally accepted by the Internal Revenue Service upon any audit, then an appropriate adjustment shall be computed (with an additional Gross-Up Payment, if applicable) by the Accounting Firm based upon the final amount of the Excise Tax so determined. Such adjustment shall be paid by the appropriate party in a lump sum within seven (7) days following the computation of such adjustment by the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The provisions of this Section 5(d) regarding the Company's obligation to make a Gross-Up Payment shall survive termination of Employee's employment for any reason.