Common use of Maximization of Amount Clause in Contracts

Maximization of Amount. Notwithstanding anything in this Agreement to the contrary, if, in the opinion of independent tax accountants or counsel selected and retained by the Company and reasonably acceptable to Executive ("Tax Counsel"), any of the compensation or benefits payable, or to be provided, to Executive by the Company or any member of its affiliated group (the Company and all members of its affiliated group being hereinafter collectively referred to as the "Controlled Group") under this Agreement, any other agreement between Executive and any member of the Controlled Group, or any plan or policy of any member of the Controlled Group, are to be treated as Excess Severance Payments subject in whole or in part to the excise tax imposed under Code Section 4999 (the "Excise Tax"), then the Company shall direct Tax Counsel to determine and compare Executive's net after-tax income under each of the following assumptions: (i) all of the compensation and benefits payable by the Controlled Group under all such arrangements are paid to Executive ("Full Severance") and Executive pays all applicable federal, state and local taxes, including, without limitation, the Excise Tax; or (ii) the total amount of the compensation and benefits payable by the Controlled Group under all such arrangements is reduced ("Reduced Severance") such that no Excess Severance Payments result and the Excise Tax is not triggered. If Tax Counsel's determination shows that payment to Executive of Full Severance provides Executive with higher net after-tax income, then the Full Severance shall be payable to Executive. If Tax Counsel's determination shows that Reduced Severance provides Executive with higher net after-tax income, then Reduced Severance shall be payable to Executive.

Maximization of Amount. Notwithstanding anything in this Agreement to the contrary, if, in the opinion of independent tax accountants or counsel selected and retained by the Company and reasonably acceptable to Executive ("Tax Counsel"), any of the compensation or benefits payable, or to be provided, to Executive by the Company or any member of its affiliated group (the Company and all members of its affiliated group being hereinafter collectively referred to as the "Controlled Group") under this Agreement, any other agreement between Executive and any member of the Controlled Group, or any plan or policy of any member of the Controlled Group, are to be treated as Excess Severance Payments subject in whole or in part to the excise tax imposed under Code Section 4999 (the "Excise Tax"), then the Company shall direct Tax Counsel to determine and compare Executive's net after-tax income under each of the following assumptions: (i) all of the compensation and benefits payable by the Controlled Group under all such arrangements are paid to Executive ("Full Severance") and Executive pays all applicable federal, state and local taxes, including, without limitation, the Excise Tax; or (ii) the total amount of the compensation and benefits payable by the Controlled Group under all such arrangements is reduced ("Reduced Severance") such that no Excess Severance Payments result and the Excise Tax is not triggered. If Tax Counsel's determination shows that payment to Executive of Full Severance provides Executive with higher net after-tax income, then the Full Severance shall be payable to Executive. If Tax Counsel's determination shows that Reduced Severance provides Executive with higher net after-tax income, then Reduced Severance shall be payable to Executive.Tax

Maximization of Amount. Notwithstanding anything in this Agreement to the contrary, if, in the opinion of independent tax accountants or counsel selected and retained by the Company and reasonably acceptable to Executive ("Tax Counsel"), any of the compensation or benefits payable, or to be provided, to Executive by the Company or any member of its affiliated group (the Company and all members of its affiliated group being hereinafter collectively referred to as the "Controlled Group") under this Agreement, any other agreement between Executive and any member of the Controlled Group, or any plan or policy of any member of the Controlled Group, are to be treated as Excess Severance Payments subject in whole or in part to the excise tax imposed under Code Section 4999 (the "Excise Tax"), then the Company shall direct Tax Counsel to determine and compare Executive's net after-tax income under each of the following assumptions: (i) all of the compensation and benefits payable by the Controlled Group under all such arrangements are paid to Executive ("Full Severance") and Executive pays all applicable federal, state and local taxes, including, without limitation, the Excise Tax; or (ii) the total amount of the compensation and benefits payable by the Controlled Group under all such arrangements is reduced ("Reduced Severance") such that no Excess Severance Payments result and the Excise Tax is not triggered. If Tax Counsel's determination shows that payment to Executive of Full Severance provides Executive with higher net after-tax income, then the Full Severance shall be payable to Executive. If Tax Counsel's determination shows that Reduced Severance provides Executive with higher net after-tax income, then Reduced Severance shall be payable to Executive.Tax