Common use of Golden Parachute Excise Tax Clause in Contracts

Golden Parachute Excise Tax. In the event that the benefits provided for in this Agreement or otherwise payable to Executive (including, but not by way of limitation, any accelerated vesting on stock options) (the "Total Payments") would subject Executive to the excise tax (the "Excise Tax") imposed under Section 4999 of the Code, then the Company will pay Executive (i) an amount sufficient to pay such excise tax, and (ii) an additional amount sufficient to pay the excise tax and federal and state income taxes arising from the payments made by the Company pursuant to this sentence. Any amount required to paid to Executive under this Section 6 will be paid to him (and/or paid to the appropriate authorities as tax withholding on Executive's behalf) no later than five (5) days prior to the time when the excise and/or income taxes are due. In addition, the Company will use its reasonable best efforts to pay the amount to Executive or the appropriate authorities as early as administratively practicable after the amount of the excise tax is determined, but in no event will the Company be required to pay the amount earlier than sixty (60) days before the excise tax is due. The determination of Executive's excise tax liability and the amount, if any, required to be paid under this Section 6 will be made in writing by the Company's independent auditors (the "Accountants"). For purposes of making the calculations required by this Section 6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6. The Company will pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6.

Golden Parachute Excise Tax. In the event that the benefits provided for in this Agreement or otherwise payable to Executive (including, but not by way of limitation, any accelerated vesting on stock options) (the "Total PaymentsTOTAL PAYMENTS") would subject Executive to the excise tax (the "Excise Tax") imposed under Section 4999 of the Code, then the Company will pay Executive (i) an amount sufficient to pay such excise tax, and (ii) an additional amount sufficient to pay the excise tax and federal and state income taxes arising from the payments made by the Company pursuant to this sentence; provided, however, that in no event will the Company be required to pay the Executive more than $2,000,000 pursuant to this Section 6(b). Any amount required to paid to Executive under this Section 6 6(b) will be paid to him (and/or paid to the appropriate authorities as tax withholding on Executive's behalf) no later than five (5) days prior to the time when the excise and/or income taxes are due. In addition, the Company will use its reasonable best efforts to pay the amount to Executive or the appropriate authorities as early as administratively practicable after the amount of the excise tax is determined, but in no event will the Company be required to pay the amount earlier than sixty (60) days before the excise tax is due. The determination of Executive's excise tax liability and the amount, if any, required to be paid under this Section 6 6(b) will be made in writing by the Company's independent auditors (the "Accountants"). For purposes of making the calculations required by this Section 66(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 68(b). The Company will pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 66(b).