Common use of Parachute Payment Provisions Clause in Contracts

Parachute Payment Provisions. Notwithstanding any other provision of this Agreement to the contrary, if it is determined (as hereafter provided) that any payment made to Employee following a Change of Control, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to (or for the benefit of) Employee under any plan for the benefit of employees, would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), then such payment or other benefit shall be reduced so that the aggregate present value of all payments and benefits, either cash or non-cash, to (or for the benefit of) Employee which are contingent on the change in control (as defined in Code Section 280G(b)(2)(A)) is One Dollar ($1.00) less than the amount which Employee could receive without being considered to have received any parachute payment. The determination of the amount of any reduction required by this Section shall be made by an independent auditor selected by the Company and acceptable to Employee, and such determination shall be conclusive and binding on the parties hereto.

Parachute Payment Provisions. Notwithstanding any other provision of this Agreement to the contrary, if it is determined (as hereafter provided) that any payment made to Employee following a Change of Control, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to (or for the benefit of) Employee under any plan for the benefit of employees, would constitute an “"excess parachute payment” " (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”")), then such payment or other benefit shall be reduced so that the aggregate present value of all payments and benefits, either cash or non-cash, to (or for the benefit of) Employee which are contingent on the change in control (as defined in Code Section 280G(b)(2)(A)) is One Dollar ($1.00) less than the amount which Employee could receive without being considered to have received any parachute payment. The determination of the amount of any reduction required by this Section shall be made by an independent auditor selected by the Company and acceptable to Employee, and such determination shall be conclusive and binding on the parties hereto.