Common use of Limitation on Payments; Section 280G Clause in Contracts

Limitation on Payments; Section 280G. In the event the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) are “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 6, would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of (a) or (b), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A of the Code; (2) reduction of the cash severance payments; (3) cancellation of accelerated vesting of equity awards; and (4) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6 will be made by the Company’s independent accounting firm, whose determination will be conclusive and binding upon Executive and the Company for all purposes.

Limitation on Payments; Section 280G. (a) In the event the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) are “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 67, would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits will be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of (ai) or (bii), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A reduction of the Codecash payments, if any; which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) reduction cancellation of the cash severance paymentsaccelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of equity awardsstock options, if any; and (4) reduction of continued employee other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awardsawards or stock options. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of the Executive. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit otherwise payable to the Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section l.280G-1 Q&A 7, and such payments and benefits will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Executive and in the order prescribed by this Section 7(a). In no event shall the Executive have any discretion with respect to the ordering of the Executive’s payment reductions. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6 7 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s independent accounting firmlegal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Firm 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. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 7. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 7.

Limitation on Payments; Section 280G. (a) In the event the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) are “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 6, would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits will be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of (ai) or (bii), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A reduction of the Codecash payments, if any; which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) reduction cancellation of the cash severance paymentsaccelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of equity awardsstock options, if any; and (4) reduction of continued employee other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awardsawards or stock options. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of the Executive. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit otherwise payable to the Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section l.280G-1 Q&A 7, and such payments and benefits will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Executive and in the order prescribed by this Section 6(a). In no event shall the Executive have any discretion with respect to the ordering of the Executive’s payment reductions. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s independent accounting firmlegal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm 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. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 6. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 6.

Limitation on Payments; Section 280G. In Notwithstanding anything to the contrary in this Agreement, in the event the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (ithe “Payments”) (A) are “parachute payments” within the meaning of Section 280G of the Code and (iiB) but for this Section 66(j), would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits Payments will be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits Payments being subject to the excise tax under Section 4999 of the Code, whichever of (ai) or (bii), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefitsPayments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits Payments constituting “parachute payments” is necessary so that no portion of such severance benefits Payments is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional Payments that are being reduced, and (y) the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A reduction of the Codecash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) reduction cancellation of the cash severance paymentsaccelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of equity awardsstock options, if any; and (4) reduction of continued employee other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awardsawards or stock options. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of the Executive. Notwithstanding the foregoing, to the extent the Company submits any Payments to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, and such Payments will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such Payments will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such Payments required by such vote will be applied without any application of discretion by the Executive and in the order prescribed by this Section 6(j). In no event shall the Executive have any discretion with respect to the ordering of the Executive’s Payment reductions. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6 6(j) will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s independent accounting firmlegal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6(j), the Firm 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. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 6(j). The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 6(j).

Limitation on Payments; Section 280G. In the event the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) are “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code (the "Code") and (ii) but for this Section 6, would be subject to the “"golden parachute” " excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits will be either: (a) delivered in full, or (ba) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of (a) or (b), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits. If a reduction in the severance and other benefits constituting “"parachute payments” " is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A of the Code; (2) reduction of the cash severance payments; (32) cancellation of accelerated vesting of equity awards; and (43) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s 's equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6 will be made by the Company’s independent accounting firm, whose determination will be conclusive and binding upon Executive and the Company for all purposes.

Limitation on Payments; Section 280G. In the event the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) are “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code (the "Code") and (ii) but for this Section 6, would be subject to the “"golden parachute” " excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of (a) or (b), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits. If a reduction in the severance and other benefits constituting “"parachute payments” " is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A of the Code; (2) reduction of the cash severance payments; (32) cancellation of accelerated vesting of equity awards; and (43) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s 's equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6 will be made by the Company’s independent accounting firm, whose determination will be conclusive and binding upon Executive and the Company for all purposes.

Limitation on Payments; Section 280G. (a) In the event the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) are “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and (ii) but for this Section 67, would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits will be either:. (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Codecode, whichever of (a) or (b), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A reduction of the Codecash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) reduction cancellation of the cash severance paymentsaccelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of equity awardsstock options, if any; and (4) reduction of continued employee other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awardsawards or stock options. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of the Executive. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit otherwise payable to the Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, and such payments and benefits will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Executive and in the order prescribed by this Section 7(a). In no event shall the Executive have any discretion with respect to the ordering of the Executive’s payment reductions. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6 7 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s independent accounting firm, legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Firm 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. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 7. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 7.

Limitation on Payments; Section 280G. In Notwithstanding anything to the contrary in this Agreement, in the event the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (ithe "Payments") (A) are “"parachute payments” " within the meaning of Section 280G of the Code and (iiB) but for this Section 66(j), would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits 's Payments will be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits Payments being subject to the excise tax under Section 4999 of the Code, whichever of (ai) or (bii), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefitsPayments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits Payments constituting “"parachute payments” " is necessary so that no portion of such severance benefits Payments is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional Payments that are being reduced, and (y) the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A reduction of the Codecash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) reduction cancellation of the cash severance paymentsaccelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of equity awardsstock options, if any; and (4) reduction of continued employee other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s 's equity awardsawards or stock options. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of the Executive. Notwithstanding the foregoing, to the extent the Company submits any Payments to the Company's stockholders· for approval in accordance with Treasury Regulation Section l.280G-l Q&A 7, and such Payments will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such Payments will be treated in accordance with the results of such vote, except that any reduction in, or waiver of,. such Payments required by such vote will be applied without any application of discretion by the Executive and in the order prescribed by this Section 6(j). In no event shall the Executive have any discretion with respect to the ordering of the Executive's Payment reductions. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6 6(j) will be made in writing by a nationally recognized firm of independent public accountants selected by the Company’s independent accounting firm, the Company's legal counsel or such other person or entity to which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6(j), the Firm 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. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 6(j). The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 6(j).

Limitation on Payments; Section 280G. (a) In the event the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) are “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and (ii) but for this Section 67, would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits will be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of (a) or (b), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) the reduction shall be made in accordance with Section 409A of the Code and occur in the following order: (1) payments which do not constitute nonqualified deferred compensation subject to Section 409A reduction of the Codecash payments, if any, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) reduction cancellation of the cash severance paymentsaccelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of equity awardsstock options, if any; and (4) reduction of continued employee other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity award compensation awards or stock options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awardsawards or stock options. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of the Executive. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit otherwise payable to the Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.2800-1 Q&A 7, and such payments and benefits will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Executive and in the order prescribed by this Section 7(a). In no event shall the Executive have any discretion with respect to the ordering of the Executive’s payment reductions. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6 7 will be made in writing by a nationally recognized form of independent public accountants selected by the Company, the Company’s independent accounting firmlegal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Firm 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. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 7. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 7.