Common use of Golden Parachute Excise Tax Clause in Contracts

Golden Parachute Excise Tax. The Company, at its sole expense, shall cause its independent certified public accountants (the “Accountants”) to promptly review all payments, distributions and benefits that have been made to or provided to, and are to be made to or provided to, the Executive under this Agreement and any other agreement or plan or program of the Company, to determine the applicability of Code Section 4999 thereto. If the Accountants determine that (i) any such payments, distributions or benefits (the “Original Payment(s)”) are subject to excise tax under Code Section 4999, and (ii) the amount of the Original Payment(s), reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount the Executive would receive, after all taxes, if the Executive was paid only three times his or her Base Amount (as such term is defined in Code Section 280G(b)(3)) less $1.00, then, at the Executive’s request, the payments to be made to the Executive under this Agreement which would otherwise be treated as “parachute payments” under Section 280G(b)(2) of the Code shall be reduced to an amount which, when added to the aggregate of all other such parachute payments to the Executive, will make the total amount of such payments equal to three times his or her Base Amount less $1.00. The Accountants shall perform the calculations in conformance with the provisions of this Section 5, and shall provide the Executive with a copy of their calculations.

Golden Parachute Excise Tax. The Company, at its sole expense, shall cause its independent certified public accountants (the “Accountants”) to promptly review all payments, distributions and benefits that have been made to or provided to, and are to be made to or provided to, the Executive under this Agreement and any other agreement or plan or program of the Company, to determine the applicability of Code Section 4999 theretoof the Code. If the Accountants determine that (i) any such payments, distributions or benefits (the “Original Payment(s)”) are subject to excise tax under Code Section 49994999 of the Code, and (ii) the amount of the Original Payment(s), reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 49994999 of the Code, is less than the amount the Executive would receive, after all taxes, if the Executive was paid only three times his or her Base Amount “base amount” (as such term is defined in Code Section 280G(b)(3)) of the Code) less $1.00, then, at the Executive’s request, the payments to be made to the Executive under this Agreement which would otherwise be treated as “parachute payments” under Section 280G(b)(2) of the Code shall be reduced to an amount which, when added to the aggregate of all other such parachute payments to the Executive, will make the total amount of such payments equal to three times his or her Base Amount less $1.00. The Accountants shall perform the calculations in conformance with the provisions of this Section 510, and shall provide the Executive with a copy of their calculations.