Common use of Golden Parachute Limitation/Gross Up Clause in Contracts

Golden Parachute Limitation/Gross Up. Upon the closing of any transaction constituting a Change In Control, the Company shall select an independent tax consultant (the “ITC”) who shall be a lawyer, certified public accountant, or a compensation consultant, with expertise in the area of executive compensation tax law. The Company shall pay all fees and disbursements of the ITC. As soon as possible following the closing of the transaction constituting a Change In Control and the selection of the ITC, the ITC shall determine the extent to which the amounts paid or payable or distributed or distributable to You under this Section 7 that constitute “parachute payments” (as defined in Code § 280G(b)(2)) (the “Parachute Payments”) would be subject to the Code § 4999 excise tax. If the ITC determines that no Code § 4999 excise tax is payable by You, the ITC shall furnish You with a written opinion that You have substantial authority not to report any Code § 4999 excise tax due on Your income tax returns. You must provide the ITC with all information reasonably necessary for the ITC to determine the proper amount of excise tax which should be paid by You, and must agree to the release of such information by the Company to the ITC; otherwise, You shall not be entitled to any benefits under this Section 7(c).

Golden Parachute Limitation/Gross Up. Upon the closing of any transaction constituting a Change In in Control, and only if Executive is eligible for any payments or benefits under this Section 8, the Company shall select an independent tax consultant (the “ITC”) who shall be a lawyer, certified public accountant, or a compensation consultant, with expertise in the area of executive compensation tax law. The Company shall pay all fees and disbursements of the ITC. As soon as possible following the closing of the transaction constituting a Change In in Control and the selection of the ITC, the ITC shall determine the extent to which the amounts paid or payable or distributed or distributable to You Executive under this Section 7 8 that constitute “parachute payments” (as defined in Code § 280G(b)(2)) (the “Parachute Payments”) would be subject to the Code § 4999 excise tax. If the ITC determines that no Code § 4999 excise tax is payable by YouExecutive, the ITC shall furnish You Executive with a written opinion that You have Executive has substantial authority not to report any Code § 4999 excise tax due on Your Executive’s income tax returns. You Executive must provide the ITC with all information reasonably necessary for the ITC to determine the proper amount of excise tax which should be paid by YouExecutive, and must agree to the release of such information by the Company to the ITC; otherwise, You Executive shall not be entitled to any benefits under this Section 7(c8(e).