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 Executive and whether and to what extent reduction or the elimination of any amounts payable are required to be made will be made at the Company’s expense by a qualified independent professional selected by the Company, which professional shall provide the Executive and the Company with detailed supporting calculations with respect to its determination within thirty (30) business days of the receipt of notice from the Executive or the Company that the Executive has received or will receive a payment that is potentially subject to Section 280G of the Code. Any determination by the professional shall be binding upon the Company and the Executive.