Common use of Modification of Payments Clause in Contracts

Modification of Payments. A. In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Code on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the base amount hereinafter being referred to as the “Base Amount”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the aggregate Payments to an amount equal to 2.99 times the Base Amount is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the aggregate Payments due to Executive do not exceed an amount equal to 2.99 times the Base Amount, reducing first any cash Payments and thereafter any equity or equity-based Payments. B. All determinations required to be made under this Section 14, including whether any Payment is a “parachute payment” and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm designated by the Company which is not the auditor of the Company or another party involved in the Change in Control (the “Accounting Firm”) and shall be based upon “substantial authority” (within the meaning of Section 6662 of the Code). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

Modification of Payments. A. (a) In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the base amount hereinafter being referred to as the “Base AmountParachute Threshold”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the aggregate Payments to an amount equal to 2.99 times the Base Amount Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the aggregate Payments due to Executive do not exceed an the amount equal to 2.99 times of the Base AmountParachute Threshold, reducing first any cash Payments and thereafter any equity or equity-based Paymentsunder Section 3.02(b) hereof. B. All determinations required to be made under this Section 14(b) The Company hereby agrees that, including for purposes of determining whether any Payment is a “parachute payment” payment and benefits set forth in Section 3.04 above would be subject to the assumptions to be utilized Excise Tax, the non-compete set forth in arriving at such determination, in Section 4.02 above shall be made by a nationally recognized accounting firm designated by treated as an agreement for the Company which is not the auditor performance of the Company or another party involved in the Change in Control (the “Accounting Firm”) and shall be based upon “substantial authority” (within the meaning of Section 6662 of the Code)personal services. The Accounting Firm shall provide detailed supporting calculations both Company hereby agrees to the Company indemnify, defend, and hold harmless Executive within 15 business days of the receipt of notice from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Executive accountant’s attribution of a value to the non-compete set forth in in Section 4.02 above that there has been a Payment, or such earlier time as is requested by less than the Company. All fees total compensation amount that would be disclosed under Item 402(c) of Securities and expenses Exchange Commission Regulation S-K in the year prior to year of the Accounting Firm shall be borne by event that triggers the Company. Any determination by Excise Tax, to the Accounting Firm shall be binding upon extent the use of such lesser amount results in a larger Excise Tax than Executive would have been subject to had the Company or accountant attributed a value to the non-compete set forth in in Section 4.02 above that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and ExecutiveExchange Commission Regulation S-K for such year.

Modification of Payments. A. (a) In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the base amount hereinafter being referred to as the “Base AmountParachute Threshold”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the aggregate Payments to an amount equal to 2.99 times the Base Amount Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the aggregate Payments due to Executive do not exceed an the amount equal to 2.99 times of the Base AmountParachute Threshold, reducing first any cash Payments and thereafter any equity or equity-based Paymentsunder Section 3.02(b) hereof. B. All determinations required to be made under this Section 14(b) The Company hereby agrees that, including for purposes of determining whether any Payment is a “parachute payment” payment and benefits set forth in Section 3.04 above would be subject to the assumptions to be utilized Excise Tax, the non-compete set forth in arriving at such determination, in Section 4.02 above shall be made by a nationally recognized accounting firm designated by treated as an agreement for the Company which is not the auditor performance of the Company or another party involved in the Change in Control (the “Accounting Firm”) and shall be based upon “substantial authority” (within the meaning of Section 6662 of the Code)personal services. The Accounting Firm shall provide detailed supporting calculations both Company hereby agrees to the Company indemnify, defend, and hold harmless Executive within 15 business days of the receipt of notice from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or accountant’s attribution of a value to the non-compete set forth in in Section 4.02 above that is less than the total compensation amount that would be disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K if Executive that there has had been a Payment, or such earlier time as is requested by the Company. All fees and expenses “named executive officer” of the Accounting Firm shall be borne by Company in the Company. Any determination by year prior to year of the Accounting Firm shall be binding upon event that triggers the Excise Tax, to the extent the use of such lesser amount results in a larger Excise Tax than Executive would have been subject to had the Company or accountant attributed a value to the non-compete set forth in in Section 4.02 above that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Executive.Exchange Commission Regulation S-K for such year..

Modification of Payments. A. In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Code on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the base amount hereinafter being referred to as the “Base Amount”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the aggregate Payments to an amount equal to 2.99 times the Base Amount is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the aggregate Payments due to Executive do not exceed an amount equal to 2.99 times the Base Amount, reducing first any cash Payments and thereafter any equity or equity-based Payments. B. All determinations required to be made under this Section 1415, including whether any Payment is a “parachute payment” and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm designated by the Company which is not the auditor of the Company or another party involved in the Change in Control (the “Accounting Firm”) and shall be based upon “substantial authority” (within the meaning of Section 6662 of the Code). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

Modification of Payments. A. In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the your benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his your employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Code on account of the aggregate value of the Payments due to Executive You being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the base amount hereinafter being referred to as the “Base Amount”) so that Executive You would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive You would receive by reducing the aggregate Payments to an amount equal to 2.99 times the Base Amount is greater than the net after-tax benefit Executive You would receive if the full amount of the Payments were paid to ExecutiveYou, then the Payments payable to Executive You shall be reduced (but not below zero) so that the aggregate Payments due to Executive You do not exceed an amount equal to 2.99 times the Base Amount. Any reduction in the Payments required to be made pursuant to this section shall be made first with respect to Payments payable in cash before being made in respect to any Payments to be provided in the form of benefits or equity award acceleration, reducing first and in the form of benefits before being made with respect to equity award acceleration, and in any cash case, shall be made with respect to such Payments and thereafter any equity in inverse order of the scheduled dates or equity-based times for the payment or provision of such Payments. B. All determinations required to be made under this Section 144, including whether any Payment is a “parachute payment” and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm designated by the Company which is not the auditor of the Company or another party involved in the Change in Control (the “Accounting Firm”) and shall be based upon “substantial authority” (within the meaning of Section 6662 of the Code)consultation with its external advisers. The Accounting Firm Company shall provide detailed supporting calculations both to the Company and Executive You within 15 business days of the receipt of notice from the Company or Executive that there has been making a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.