Common use of Limitations on Payments Clause in Contracts

Limitations on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee (i) constitute “parachute payments” with in the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then Employee’s severance benefits under Section 4(a)(i), as applicable, shall be payable to the extent such payment, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Employee on an after-tax basis, of the greatest amount of severance benefits under Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s independent public accountants (the “Accountant”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For the purposes of making calculation required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section.

Limitations on Payments. In the event that the severance and other ----------------------- benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” with in " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 4(a)(i), as applicable, shall be payable to the extent such payment, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s 's independent public accountants (the “"Accountant”"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For the purposes of making calculation required by this Section 5Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section.

Limitations on Payments. In the event that the severance and other ----------------------- benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” with in " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”the"Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 4(a)(i), as applicable, shall be payable to the extent such payment, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s 's independent public accountants (the “"Accountant”"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For the purposes of making calculation required by this Section 5Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section.

Limitations on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee (i) constitute “"parachute payments” " with in the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then Employee’s 's severance benefits under Section 4(a)(i), as applicable, shall be payable to the extent such payment, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Employee on an after-tax basis, of the greatest amount of severance benefits under Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s 's independent public accountants (the “"Accountant”"), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For the purposes of making calculation required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section.

Limitations on Payments. In the event that the severance and other ----------------------- benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” with in " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”the"Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 4(a)(i), as applicable, shall be payable either (a) in full, or if an excise tax under Section 4999 of the Code would apply to such payment then (b) as to such lessor amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the extent such paymentCode, after whichever of the following amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s 's independent public accountants (the “"Accountant”"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For the purposes of making calculation required by this Section 5Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section.

Limitations on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee (i) constitute “"parachute payments” " with in the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then Employee’s 's severance benefits under Section 4(a)(i), as applicable, shall be payable to the extent such payment, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Employee on an after-tax basis, of the greatest amount of severance benefits under Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s 's independent public accountants (the “"Accountant”"), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For the purposes of making calculation required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section.. EXHIBIT 10.18

Limitations on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” with in " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 4(a)(i), as applicable, shall be payable to the extent such payment, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s 's independent public accountants (the “"Accountant”"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For the purposes of making calculation required by this Section 5Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this Section.

Limitations on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee (i) constitute “excess parachute payments” with in within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this SectionSection 10, would be subject to the excise tax imposed by Section 4999 of the Code, then Employee’s severance and other benefits under Section 4(a)(i), as applicable, this Agreement shall be payable either: (a) in full, or (b) as to such lesser amount which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the extent such paymentCode, after whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Employee on an after-tax basis, of the greatest amount of severance and other benefits under Section 4(a)(i)this Agreement, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 10 shall be made in writing by the Company’s independent public accountants (the “AccountantAccountants”)) selected by the Company, whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For the purposes of making calculation the calculations required by this Section 510, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may relay rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 10. The Company shall bear all costs the Accountant Accountants may reasonably incur in connection with any calculations contemplated by this SectionSection 10.