Common use of Independent Firm Clause in Contracts

Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all determinations required to be made under this Section 8, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination. (i) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit is less than the amount initially taken into account under Section 8(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefit. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment. (ii) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit is more than the amount initially taken into account under subsection (b)(i) above for purposes of calculating the Excise Tax Adjustment Payment, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen (15) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment. (iii) All fees and expenses of the Firm shall be borne solely by the Company.

Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all determinations required to be made under this Section 8, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit Benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination. (i) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Benefit is less than the amount initially taken into account under Section 8(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefitBenefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefitBenefit. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment. (ii) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Benefit is more than the amount initially taken into account under subsection (b)(i) above for purposes of calculating the Excise Tax Adjustment Payment, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen (15) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment. (iii) All fees and expenses of the Firm shall be borne solely by the Company.

Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all determinations required to be made under this Section 8, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall -17- be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination. (i) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit is less than the amount initially taken into account under Section 8(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefit. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment. (ii) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit is more than the amount initially taken into account under subsection (b)(i) above for purposes of calculating the Excise Tax Adjustment Payment, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen (15) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment. (iii) All fees and expenses of the Firm shall be borne solely by the Company.

Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all All determinations required to be made under this Section 810, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit Potential Parachute Benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Potential Parachute Benefit is less than the amount initially taken into account under Section 8(a10(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefitPotential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefitTax. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Potential Parachute Benefit is more than the amount initially taken into account under subsection (b)(iSection 10(a) above for purposes of calculating the Excise Tax Adjustment PaymentPayment related to such Potential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen thirty (1530) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment. (iii.) All fees and expenses of the Firm and any independent counsel shall be borne solely by the Company.

Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all All determinations required to be made under this Section 810, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit Potential Parachute Benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Potential Parachute Benefit is less than the amount initially taken into account under Section 8(a10(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefitPotential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefitTax. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Benefit is more than the amount initially taken into account under subsection (b)(iSection 10(a) above for purposes of calculating the Excise Tax Adjustment PaymentPayment related to such Potential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen thirty (1530) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment. (iii.) All fees and expenses of the Firm and any independent counsel shall be borne solely by the Company.

Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all All determinations required to be made under this Section 810, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit Potential Parachute Benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Potential Parachute Benefit is less than the amount initially taken into account under Section 8(a10(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefitPotential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefitTax. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Benefit is more than the amount initially taken into account under subsection (b)(iSection 10(a) above for purposes of calculating the Excise Tax Adjustment PaymentPayment related to such Potential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen thirty (1530) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment. (iii) All fees and expenses of the Firm shall be borne solely by the Company.

Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all All determinations required to be made under this Section 810, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit Potential Parachute Benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Potential Parachute Benefit is less than the amount initially taken into account under Section 8(a10(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefitPotential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefitTax. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment. (ii.) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit Benefit is more than the amount initially taken into account under subsection (b)(iSection 10(a) above for purposes of calculating the Excise Tax Adjustment PaymentPayment related to such Potential Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen thirty (1530) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment. . (iii.) All fees and expenses of the Firm and any independent counsel shall be borne solely by the Company.