Common use of Measurements and Adjustments Clause in Contracts

Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Employee, and whether and to what extent payments under Section 4.2 are required to be made, will be made at the Company’s expense by an independent auditor selected by mutual agreement of the Company and the Employee, which auditor shall provide the Employee and the Company with detailed supporting calculations with respect to its determination within 15 business days after the receipt of notice from the Employee or the Company that the Employee has received or will receive a payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that, in the opinion of independent accounting experts reasonably selected by the Company, such payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Payment, if any, the Employee shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the gross-up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the gross-up payment in the Employee adjusted gross income. Any Gross-up Payment shall be paid by the Company at the time the Employee is entitled to receive the Payment. Any determination by the auditor shall be binding upon the Company and the Employee.

Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Employee, Payments and whether and to what extent payments under Section 4.2 are a Gross-Up Payment is required to be made, made or the Payments required to be reduced will be made at the Company’s expense by an independent auditor public accountant(s) selected by mutual agreement of the Company and (the Employee“Accountants”), which auditor Accountants shall provide the Employee you and the Company with detailed supporting calculations with respect to its determination such Gross-Up Payment within 15 business days after a reasonable period of time following the receipt of notice from the Employee you or the Company that the Employee has you have received or will receive a payment Payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments Payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that, that in the opinion of independent accounting experts reasonably selected by the Company, Accountants such payments Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Up Payment, if any, the Employee shall you will be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the grossGross-up payment Up Payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee’s your adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the grossGross-up payment Up Payment in the Employee your adjusted gross income. Any Gross-up Up Payment with respect to any Payment shall be paid by the Company at the time the Employee is you are entitled to receive the Payment. Any determination by the auditor Accountants shall be binding upon the Company you and the EmployeeCompany.

Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Employee, Executive and whether and to what extent payments under Section 4.2 7.2 are required to be made, made will be made at the Company’s 's expense by an independent auditor selected by mutual agreement of the Company and the EmployeeExecutive, which auditor shall provide the Employee Executive and the Company with detailed supporting calculations with respect to its determination within 15 fifteen (15) business days after of the receipt of notice from the Employee Executive or the Company that the Employee Executive has received or will receive a payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “"parachute payments” " within the meaning of Section section 280G of the Codecode, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section section 280G(b)(3) of the Codecode) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that, that in the opinion of independent accounting experts reasonably selected by the Company, accountants such payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section section 280G(b)(4) of the Codecode) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Payment, if any, the Employee Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the gross-up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee’s Executive's adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the gross-up payment in the Employee Executive adjusted gross income. Any Gross-up Payment shall be paid by the Company at the time the Employee Executive is entitled to receive the Payment. Any determination by the auditor shall be binding upon the Company and the EmployeeExecutive.

Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Employee, Executive and whether and to what extent payments under Section 4.2 7.2 are required to be made, made will be made at the Company’s expense by an independent auditor selected by mutual agreement of the Company and the EmployeeExecutive, which auditor shall provide the Employee Executive and the Company with detailed supporting calculations with respect to its determination within 15 fifteen (15) business days after of the receipt of notice from the Employee Executive or the Company that the Employee Executive has received or will receive a payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that, that in the opinion of independent accounting experts reasonably selected by the Company, accountants such payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Payment, if any, the Employee Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the gross-up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the EmployeeExecutive’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the grossGross-up payment Payment in the Employee Executive’s adjusted gross income. Any Gross-up Payment shall be paid by the Company at the time the Employee Executive is entitled to receive the Payment. Any determination by the auditor shall be binding upon the Company and the EmployeeExecutive.

Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Employee, and whether and to what extent payments under Section 4.2 are required to be made, will be made at the Company’s expense by an independent auditor selected by mutual agreement of the Company and the Employee, which auditor shall provide the Employee and the Company with detailed supporting calculations with respect to its determination within 15 business days after the receipt of notice from the Employee or the Company that the Employee has received or will receive a payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent thatextent, that in the opinion of independent accounting experts reasonably selected by the Companyaccountants, such payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Payment, if any, the Employee shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the gross-up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the gross-up payment in the Employee adjusted gross income. Any Gross-up Payment shall be paid by the Company at the time the Employee is entitled to receive the Payment. Any determination by the auditor shall be binding upon the Company and the Employee.

Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Employee, Executive and whether and to what extent payments under Section 4.2 5.2 are required to be made, made will be made at the Company’s expense by an independent auditor selected by mutual agreement of the Company and the EmployeeExecutive, which auditor shall provide the Employee Executive and the Company with detailed supporting calculations with respect to its determination within 15 business days after of the receipt of notice from the Employee Executive or the Company that the Employee Executive has received or will receive a payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that, that in the opinion of independent accounting experts reasonably selected by the Company, accountants such payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Payment, if any, the Employee Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the gross-up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the EmployeeExecutive’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the gross-up payment in the Employee Executive adjusted gross income. Any Gross-up Payment shall be paid by the Company at the time the Employee Executive is entitled to receive the Payment. Any determination by the auditor shall be binding upon the Company and the EmployeeExecutive.

Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Employee, Employee and whether and to what extent payments under Section 4.2 are required to be made, made will be made at the Company’s expense by an independent auditor selected by mutual agreement of the Company and the Employee, which auditor shall provide the Employee and the Company with detailed supporting calculations with respect to its determination within 15 business days after the receipt of notice from the Employee or the Company that the Employee has received or will receive a payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that, that in the opinion of independent accounting experts reasonably selected by the Company, accountants such payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Payment, if any, the Employee shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the gross-up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the gross-up payment in the Employee adjusted gross income. Any Gross-up Payment shall be paid by the Company at the time the Employee is entitled to receive the Payment. Any determination by the auditor shall be binding upon the Company and the Employee.