Common use of Initial Determinations by Accounting Firm Clause in Contracts

Initial Determinations by Accounting Firm. In the event a change in “the ownership or effective control” of the Company or “the ownership of a substantial portion of the assets” of the Company occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”)) (a “Change in Ownership”), the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee (the “Accounting Firm”) to perform the calculations necessary under this Section 10. The Accounting Firm shall have discretion to retain one or more independent appraisers with adequate expertise (collectively, the “Appraisers”) to provide any valuations necessary for the Accounting Firm’s calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in Ownership, Employee may select an alternative national accounting firm to be the Accounting Firm. If any Appraiser otherwise performs work for any of the entities involved in the Change in Ownership or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee may select an alternative appraiser of national stature with adequate expertise to be an Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee a written report setting forth the calculations required under this Section 10, together with a detailed report of all relevant supporting data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee and the Company. When making the calculations required hereunder, Employee shall be deemed to pay (i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, and (ii) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (y) the aggregate amount of all payments, benefits and distributions provided by the Company to Employee or for his benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10) which are in the nature of compensation and are contingent upon a Change in Ownership (valued pursuant to Section 280G of the Code) (collectively the “Payments”); and (z) the maximum amount of the Payments Employee would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold Amount”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise Tax”).

Initial Determinations by Accounting Firm. In the event a change in “the ownership or effective control” of the Company or “the ownership of a substantial portion of the assets” of the Company occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”)) (a “Change in Ownership”), the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee (the “Accounting Firm”) to perform the calculations necessary under this Section 10. The Accounting Firm shall have discretion to retain one or more independent appraisers with adequate expertise (collectively, the “Appraisers”) to provide any valuations necessary for the Accounting Firm’s calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in Ownership, Employee may select an alternative national accounting firm to be the Accounting Firm. If any Appraiser otherwise performs work for any of the entities involved in the Change in Ownership or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee may select an alternative appraiser of national stature with adequate expertise to be an Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee a written report setting forth the calculations required under this Section 10, together with a detailed report of all relevant supporting data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee and the Company. When making the calculations required hereunder, Employee shall be deemed to pay (i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, and (ii) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (y) the aggregate amount of all payments, benefits and distributions provided by the Company to Employee or for his benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10) which are in the nature of compensation and are contingent upon a Change in Ownership (valued pursuant to Section 280G of the Code) (collectively the “Payments”); and (z) the maximum amount of the Payments Employee would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold Amount”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise Tax”).and

Initial Determinations by Accounting Firm. In the event that a change Change in “Control or Severance Event occurs such that Executive is entitled to any payments or benefits related thereto or the ownership Executive receives payments or effective control” benefits from the Company which are subject to the excise tax imposed by Section 4999 of the Company or “the ownership of a substantial portion of the assets” of the Company occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”)) (a “Change in Ownership”), the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee Executive (the “Accounting Firm”) to perform the calculations necessary under contemplated by this Section 10Article 4. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “AppraisersAppraiser”) to provide any valuations necessary for the Accounting Firm’s calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the related Change in OwnershipControl, Employee Executive may select an alternative national accounting firm to be the Accounting Firm. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership Control or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee Executive may select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee Executive a written report setting forth the calculations required under this Section 10Agreement, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee Executive and the Company. When making the calculations required hereunder, Employee Executive shall be deemed to pay pay: (ix) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, ; and (iiy) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe “Initial Determination”) the aggregate amount of all payments, benefits and distributions provided by the Company to Employee Executive or for his Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10Article 4) which are in the nature of compensation and are contingent upon a such Change in Ownership Control or other event which results in such compensation being subject to the excise tax imposed by Section 4999 of the Code (valued pursuant to Section 280G of the Code) (collectively the “Payments”); and (z) the maximum amount of the Payments Employee would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold Amount”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise Tax”).

Initial Determinations by Accounting Firm. In the event that a change Change in “the ownership or effective control” of the Company or “the ownership of a substantial portion of the assets” of the Company Control occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”)) (a “Change in Ownership”)occur, the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee Executive (the “Accounting Firm”"ACCOUNTING FIRM") to perform the calculations necessary under contemplated by this Section 10Article 4. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “Appraisers”"APPRAISER") to provide any valuations necessary for the Accounting Firm’s 's calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in OwnershipControl, Employee Executive may select an alternative national accounting firm to be the Accounting Firm. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership Control or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee Executive may select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee Executive a written report setting forth the calculations required under this Section 10Agreement, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee Executive and the Company. When making the calculations required hereunder, Employee Executive shall be deemed to pay pay: (ix) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, ; and (iiy) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe "INITIAL DETERMINATION"): (a) the aggregate amount of all payments, benefits and distributions provided by the Company to Employee Executive or for his Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10Article 4) which are in the nature of compensation and are contingent upon a Change in Ownership Control (valued pursuant to Section 280G of the Code) (collectively the “Payments”"PAYMENTS"); and and (zb) the maximum amount of the Payments Employee Executive would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold Amount”"PAYMENT CAP") (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise Tax”"EXCISE TAX").

Initial Determinations by Accounting Firm. In the event that a change in “the ownership or effective control” of the Company or “the ownership of a substantial portion of the assets” of the Company occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”)) (a “Change in Ownership”)Control or Severance Event occurs such that Executive is entitled to any payments or benefits related thereto, the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee Executive (the “"Accounting Firm”") to perform the calculations necessary under contemplated by this Section 10Article 4. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “Appraisers”"Appraiser") to provide any valuations necessary for the Accounting Firm’s 's calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the related Change in OwnershipControl, Employee Executive may select an alternative national accounting firm to be the Accounting Firm. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership Control or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee Executive may select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee Executive a written report setting forth the calculations required under this Section 10Agreement, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee Executive and the Company. When making the calculations required hereunder, Employee Executive shall be deemed to pay pay: (ix) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, ; and (iiy) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe "Initial Determination") the aggregate amount of all payments, benefits and distributions provided by the Company to Employee Executive or for his Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10Article 4) which are in the nature of compensation and are contingent upon a such Change in Ownership Control (valued pursuant to Section 280G of the Code) (collectively the “"Payments”); and (z) the maximum amount of the Payments Employee would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold Amount”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise Tax”").

Initial Determinations by Accounting Firm. In the event that a change in “"the ownership or effective control” " of the Company Aetna or “"the ownership of a substantial portion of the assets” " of the Company Aetna (a "Change in Ownership") occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue CodeCode of 1986, as amended (the “"Code”")) (a “Change in Ownership”), the Company Aetna shall retain a national accounting firm selected by the Company Aetna and reasonably acceptable to Employee you (the “"Accounting Firm”") to perform the calculations necessary under this Section 10memorandum. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “Appraisers”"Appraiser") to provide any valuations necessary for the Accounting Firm’s 's calculations hereunder. The Company Aetna shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in Ownership, Employee you may select an alternative national accounting firm to be the Accounting Firm. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee you may select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company Aetna and Employee you a written report setting forth the calculations required under this Section 10memorandum, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee you and the CompanyAetna. When making the calculations required hereunder, Employee you shall be deemed to pay (i) pay: - Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, and (ii) - any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe "Initial Determination"): (i) the aggregate amount of all payments, benefits and distributions provided by the Company Aetna to Employee you or for his your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company Aetna or otherwise (other than any payment pursuant to this Section 10memorandum) which are in the nature of compensation and are contingent upon a Change in Ownership (valued pursuant to Section 280G of the Code) (collectively the “"Payments”"); and and (zii) the maximum amount of the Payments Employee you would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold Amount”"Payment Cap") (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “"Excise Tax”").

Initial Determinations by Accounting Firm. In the event that a change Change in “the ownership or effective control” of the Company or “the ownership of a substantial portion of the assets” of the Company Control occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”)) (a “Change in Ownership”)occur, the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee Executive (the “Accounting FirmACCOUNTING FIRM”) to perform the calculations necessary under contemplated by this Section 10Article 4. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “AppraisersAPPRAISER”) to provide any valuations necessary for the Accounting Firm’s calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in OwnershipControl, Employee Executive may select an alternative national accounting firm to be the Accounting Firm. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership Control or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee Executive may select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee Executive a written report setting forth the calculations required under this Section 10Agreement, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee Executive and the Company. When making the calculations required hereunder, Employee Executive shall be deemed to pay pay: (ix) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, ; and (iiy) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe “INITIAL DETERMINATION”): (a) the aggregate amount of all payments, benefits and distributions provided by the Company to Employee Executive or for his Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10Article 4) which are in the nature of compensation and are contingent upon a Change in Ownership Control (valued pursuant to Section 280G of the Code) (collectively the “PaymentsPAYMENTS”); and and (zb) the maximum amount of the Payments Employee Executive would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold AmountPAYMENT CAP”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise TaxEXCISE TAX”).

Initial Determinations by Accounting Firm. In the event of a change in “the ownership or effective control” control of the Company or “in the ownership of a substantial portion of the assets” assets of the Company occurs or is expected to occur (in either case within the meaning of Company, as defined Section 280G 280G(a)(2) of the Internal Revenue CodeCode of 1986, as amended (the “Code”)) (a “Change Code”)(“Change in Ownership”)) occurs or is expected to occur, the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee Executive (the “Accounting Firm”) to perform the calculations necessary under contemplated by this Section 10Article 4. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “AppraisersAppraiser”) to provide any valuations necessary for the Accounting Firm’s calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in Ownership, Employee Executive may select an alternative national accounting firm to be the Accounting Firm. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee Executive may select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee Executive a written report setting forth the calculations required under this Section 10Agreement, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee Executive and the CompanyCompany subject to the provisions below. When making the calculations required hereunder, Employee Executive shall be deemed to pay pay: (ix) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, ; and (iiy) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe “Initial Determination”): (a) the aggregate amount of all payments, benefits and distributions provided by the Company to Employee Executive or for his Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10Article 4) which are in the nature of compensation and are contingent upon a Change in Ownership (valued pursuant to Section 280G of the Code) (collectively the “Payments”); and and (zb) the maximum amount of the Payments Employee Executive would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold AmountPayment Cap”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise Tax”).

Initial Determinations by Accounting Firm. In the event that a change Change in “the ownership or effective control” of the Company or “the ownership of a substantial portion of the assets” of the Company Control occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue Code, as amended (the “Code”)) (a “Change in Ownership”)occur, the Company shall retain a national accounting firm selected by the Company and reasonably acceptable to Employee Executive (the “Accounting FirmACCOUNTING FIRM”) to perform the calculations necessary under contemplated by this Section 10Article 4. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “AppraisersAPPRAISER”) to provide any valuations necessary for the Accounting Firm’s calculations hereunder. The Company shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in OwnershipControl, Employee may Executive may, at the Company’s expense, select an alternative national accounting firm to be the Accounting FirmFir. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership Control or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee may Executive may, at the Company’s expense, select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company and Employee Executive a written report setting forth the calculations required under this Section 10Agreement, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee Executive and the Company. When making the calculations required hereunder, Employee Executive shall be deemed to pay pay: (ix) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, ; and (iiy) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe “INITIAL DETERMINATION”): (a) the aggregate amount of all payments, benefits and distributions provided by the Company to Employee Executive or for his Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company or otherwise (other than any payment pursuant to this Section 10Article 4) which are in the nature of compensation and are contingent upon a Change in Ownership Control (valued pursuant to Section 280G of the Code) (collectively the “PaymentsPAYMENTS”); and and (zb) the maximum amount of the Payments Employee Executive would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold AmountPAYMENT CAP”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “Excise TaxEXCISE TAX”).

Initial Determinations by Accounting Firm. In the event that a change in “the ownership or effective control” of the Company Aetna or “the ownership of a substantial portion of the assets” of the Company Aetna (a “Change in Ownership”) occurs or is expected to occur (in either case within the meaning of Section 280G of the Internal Revenue CodeCode of 1986, as amended (the “Code”)) (a “Change in Ownership”), the Company Aetna shall retain a national accounting firm selected by the Company Aetna and reasonably acceptable to Employee you (the “Accounting Firm”) to perform the calculations necessary under this Section 10memorandum. The Accounting Firm shall have discretion to retain one or more an independent appraisers appraiser with adequate expertise (collectively, the “AppraisersAppraiser”) to provide any valuations necessary for the Accounting Firm’s calculations hereunder. The Company Aetna shall pay all the fees and costs associated with the work performed by the Accounting Firm and any Appraiser retained by the Accounting Firm. If the Accounting Firm has previously performed services for any person, entity or group in connection with the Change in Ownership, Employee you may select an alternative national accounting firm to be the Accounting Firm. If any the Appraiser otherwise performs work for any of the entities involved in the Change in Ownership or their affiliates (or has performed work for any such entity within the three years preceding the calculations hereunder), then Employee you may select an alternative appraiser of national stature with adequate expertise to be an the Appraiser. The Accounting Firm shall provide promptly to both the Company Aetna and Employee you a written report setting forth the calculations required under this Section 10memorandum, together with a detailed report detail of all relevant supporting supportive data, valuations and calculations. All determinations of the Accounting Firm and the Appraisers shall be binding on Employee you and the CompanyAetna. When making the calculations required hereunder, Employee you shall be deemed to pay (i) pay: · Federal income taxes at the highest applicable marginal rate of Federal income taxation for the taxable year for which any such calculation is made, and (ii) · any applicable state and local income taxes at the highest applicable marginal rate of taxation for the taxable year for which any such calculation is made, net of the maximum reduction in Federal income taxes which could be obtained by Employee from deduction of such state and local taxes. The Accounting Firm shall determine (ythe "Initial Determination"): (i) the aggregate amount of all payments, benefits and distributions provided by the Company Aetna to Employee you or for his your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement of the Company Aetna or otherwise (other than any payment pursuant to this Section 10memorandum) which are in the nature of compensation and are contingent upon a Change in Ownership (valued pursuant to Section 280G of the Code) (collectively the “"Payments”"); and and (zii) the maximum amount of the Payments Employee you would be entitled to receive without being subject to the excise tax imposed by Section 4999 of the Code (the “Threshold Amount”"Payment Cap") (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter collectively referred to as the “"Excise Tax”").