Common use of MAXIMIZATION OF PAYMENT IN THE EVENT OF A CHANGE IN CONTROL Clause in Contracts

MAXIMIZATION OF PAYMENT IN THE EVENT OF A CHANGE IN CONTROL. The Company shall make the payments and provide the benefits to be paid and provided under this Agreement; PROVIDED, HOWEVER, that if all or any portion of the payments and benefits provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company or otherwise, would constitute a "parachute payment" within the meaning of Section 280G of the Code (or a similar or successor provision), the Company shall reduce such payments hereunder and such other payments to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (or a similar or successor provision); but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. The payments or benefits shall be reduced in the manner and order determined by the Executive, subject to the consent of the Company, which consent shall not be unreasonably withheld. The determination of whether the payments shall be reduced as provided in this Section 8(d) and the amount of such reduction shall be made at the Company's expense by a public accounting firm retained by the Company at the time the calculation is to be performed, or one selected by the Company from among the four (4) largest public accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation to the Company and the Executive within twenty (20) business days of the payment of the initial installment of the Severance Amount. The Executive may review these calculations for a period of twenty days and may retain another accounting firm (at his own expense) for such review and submit objections during such twenty-day review period.

MAXIMIZATION OF PAYMENT IN THE EVENT OF A CHANGE IN CONTROL. The Company shall make the payments and provide the benefits to be paid and provided under this Agreement; PROVIDED, HOWEVER, that if all or any portion of the payments and benefits provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company or otherwise, would constitute a "parachute payment" within the meaning of Section 280G of the Code (or a similar or successor provision), the Company shall reduce such payments hereunder and such other payments to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (or a similar or successor provision); but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. The payments or benefits shall be reduced in the manner and order determined by the Executive, subject to the consent of the Company, which consent shall not be unreasonably withheld. The determination of whether the payments shall be reduced as provided in this Section 8(d) and the amount of such reduction shall be made at the Company's expense by a public accounting firm retained by the Company at the time the calculation is to be performed, or one selected by the Company from among the four (4) largest public accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation to the Company and the Executive within twenty (20) business days of the payment of the initial installment of the Severance Amount. The Executive may review these calculations for a period of twenty days and may retain another accounting firm (at his her own expense) for such review and submit objections during such twenty-day review period.

MAXIMIZATION OF PAYMENT IN THE EVENT OF A CHANGE IN CONTROL. The Company shall make the payments and provide the benefits to be paid and provided under this Agreement; PROVIDEDprovided, HOWEVERhowever, that if all or any portion of the payments and benefits provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company or otherwise, would constitute a "“parachute payment" ” within the meaning of Section 280G of the Code (or a similar or successor provision), the Company shall reduce such payments hereunder and such other payments to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (or a similar or successor provision); but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. The payments or benefits shall be reduced by first reducing payment or benefits that are not subject to Section 409A of the Code and thereafter, if necessary, reducing payments or benefits that are subject to Section 409A of the Code in the manner and order determined by the Executive, subject to the consent of the Company, which consent shall not be unreasonably withheld. The determination of whether the payments shall be reduced as provided in this Section 8(d8(e) and the amount of such reduction shall be made at the Company's ’s expense by a public accounting firm retained by the Company at the time the calculation is to be performed, or one selected by the Company from among the four (4) largest public accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation to the Company and the Executive within twenty (20) business days 20 Business Days of the payment of the initial installment of the Severance Amount. The Executive may review these calculations for a period of twenty 20 days and may retain another accounting firm (at his own expense) for such review and submit objections during such twenty20-day review period.

MAXIMIZATION OF PAYMENT IN THE EVENT OF A CHANGE IN CONTROL. The Company shall make the payments and provide the benefits to be paid and provided under this Agreement; PROVIDEDprovided, HOWEVERhowever, that if all or any portion of the payments and benefits provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company or otherwise, would constitute a "“parachute payment" ” within the meaning of Section 280G of the Code (or a similar or successor provision), the Company shall reduce such payments hereunder and such other payments to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (or a similar or successor provision); but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. The payments or benefits shall be reduced in the manner and order determined by the Executive, subject to the consent of the Company, which consent shall not be unreasonably withheld. The determination of whether the payments shall be reduced as provided in this Section 8(d) and the amount of such reduction shall be made at the Company's ’s expense by a public accounting firm retained by the Company at the time the calculation is to be performed, or one selected by the Company from among the four (4) largest public accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation to the Company and the Executive within twenty (20) business days of the payment of the initial installment of the Severance Amount. The Executive may review these calculations for a period of twenty days and may retain another accounting firm (at his own expense) for such review and submit objections during such twenty-day review period.

MAXIMIZATION OF PAYMENT IN THE EVENT OF A CHANGE IN CONTROL. The Company shall make the payments and provide the benefits to be paid and provided under this Agreement; PROVIDEDprovided, HOWEVERhowever, that if all or any portion of the payments and benefits provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company or otherwise, would constitute a "“parachute payment" ” within the meaning of Section 280G of the Code (or a similar or successor provision), the Company shall reduce such payments hereunder and such other payments to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (or a similar or successor provision); but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. The payments or benefits shall be reduced by first reducing payment or benefits that are not subject to Section 409A of the Code and thereafter, if necessary, reducing payments or benefits that are subject to Section 409A of the Code in the manner and order determined by the Executive, subject to the consent of the Company, which consent shall not be unreasonably withheld. The determination of whether the payments shall be reduced as provided in this Section 8(d8(e) and the amount of such reduction shall be made at the Company's ’s expense by a public accounting firm retained by the Company at the time the calculation is to be performed, or one selected by the Company from among the four (4) largest public accounting firms in the United States (the "“Accounting Firm"”). The Accounting Firm shall provide its determination, together with detailed supporting calculations and documentation to the Company and the Executive within twenty (20) business days 20 Business Days of the payment of the initial installment of the Severance Amount. The Executive may review these calculations for a period of twenty 20 days and may retain another accounting firm (at his her own expense) for such review and submit objections during such twenty20-day review period.