Common use of Golden Parachute Taxes Clause in Contracts

Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). In the event of a reduction of benefits hereunder, Executive shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i).

Golden Parachute Taxes. (a) Best After-Tax Result. In the event that any of the benefits provided payment or benefit received or to be received by Executive by pursuant to this Agreement or otherwise (A“Payments”) would (i) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code, or any comparable successor provisions, Code and (Bii) but for this paragraph would subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable successor provisions federal, state, local or foreign excise tax (the “Excise Tax”), then Executive’s benefits hereunder then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (1A) provided in full pursuant to Executive in fullthe terms of this Agreement or any other applicable agreement, or (2B) provided to Executive as to such lesser extent which would result in no portion of such benefits Payments being subject to the Excise TaxTax (“Reduced Amount”), whichever of the foregoing amounts (when amounts, taking into account the applicable federal, state, local and foreign income income, employment and employment taxes, other taxes and the Excise TaxTax (including, and without limitation, any other applicable interest or penalties on such taxes) ), results in the receipt by Executive of the greatest amount of benefitsExecutive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such benefits Payments may be subject to payment of an the Excise Tax. Unless Employer the Company and Executive otherwise agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined independent tax counsel designated by the Company and qualified third party reasonably acceptable to Executive (the “Professional Service FirmIndependent Tax Counsel”). In the event of a reduction of benefits hereunder, Executive whose determination shall be given conclusive and binding upon Executive and the choice of which benefits to reduceCompany for all purposes. For purposes of making the calculations required by under this Section 4(j)Section, the Professional Service Firm Independent Tax Counsel 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, and other applicable legal authority; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. Employer The Company and Executive shall furnish to the Professional Service Firm Independent Tax Counsel such information and documents as the Professional Service Firm Independent Tax Counsel may reasonably request in order to make a determination under this Section 4(j)Section. Employer The Company shall bear all costs and expenses the Professional Service Firm that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 4(j)(i6(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within 30 days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.

Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). In the event of a reduction of benefits hereunder, Executive shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i).

Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j4(l) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of a reduction vesting of benefits hereunderequity awards is to be reduced, Executive such acceleration of vesting shall be given cancelled in the choice reverse order of which benefits to reducethe date of grant for Executive’s equity awards. For purposes of making the calculations required by this Section 4(j4(l), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j4(l). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i4(l)(i).