Common use of Parachute Payment Clause in Contracts

Parachute Payment. If due to the benefits provided under this Agreement, Executive is subject to any excise tax due to characterization of any amounts payable hereunder as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company agrees to offer the Executive the option of (i) receiving the full parachute payment subject to the excise tax, or (ii) receiving a reduced parachute payment that would not be subject to the excise tax (which in some circumstances may maximize the net benefit to Executive). Unless the Company and Executive otherwise agree in writing, any calculation required under this Section 3 shall be made in writing by independent public accountants agreed to by the Company and Executive (the "Accountants"), whose calculation shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of calculating the Executive's options under this Section 3 the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3 The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 3

Parachute Payment. If due to the benefits provided under this Agreement, Executive is subject to any excise tax due to characterization of any amounts payable hereunder as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company agrees to offer the Executive the option of (i) receiving the full parachute payment subject to the excise tax, or (ii) receiving a reduced parachute payment that would not be subject to the excise tax (which in some circumstances may maximize the net benefit to Executive). Unless the Company and Executive otherwise agree in writing, any calculation required under this Section 3 5 shall be made in writing by independent public accountants agreed to by the Company and Executive (the "Accountants"), whose calculation shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of calculating the Executive's options under this Section 3 5, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 35.

Parachute Payment. If due to the benefits provided under this Agreement, Agreement result in Executive is being subject to any excise tax due to characterization of any amounts payable hereunder as "excess parachute payments payments" (pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code")), the Company agrees to offer the Executive the option of (i) receiving the full parachute payment subject to the excise tax, or (ii) receiving a reduced parachute payment that would not be subject Executive to the excise tax (which in some circumstances may maximize the net benefit to Executive). Unless the Company and Executive otherwise agree in writing, any calculation required under this Section 3 shall be made in writing by independent public accountants agreed to by the Company and Executive (the "Accountants"), whose calculation shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of calculating the Executive's options under this Section 3 Section, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3 determination. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 3Section.

Parachute Payment. If due to the benefits provided under this Agreement, Executive is subject to any excise tax due to characterization of any amounts payable hereunder as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company agrees to offer the Executive the option of (i) receiving the full parachute payment subject to the excise tax, or (ii) receiving a reduced parachute payment that would not be subject to the excise tax (which in some circumstances may maximize the net benefit to Executive). Unless the Company and Executive otherwise agree in writing, any calculation required under this Section 3 shall be made in writing by independent public accountants agreed to by the Company and Executive (the "Accountants"), whose calculation shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of calculating the Executive's options under this Section 3 the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3 3. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 3.

Parachute Payment. If due any payment or benefit received or to be received by a Participant pursuant to the benefits provided under this Agreement, Executive is Plan or otherwise would subject the Participant to any excise tax due to characterization of any amounts payable hereunder such payment or benefit as an excess parachute payments payment pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company agrees shall offer to offer the Executive Participant the option of (ia) receiving the full parachute payment subject to the excise tax, or (iib) receiving a reduced parachute payment that would not be subject to the excise tax (which in some circumstances may maximize the net benefit to Executivethe Participant). Unless the Company and Executive the Participant otherwise agree in writing, any calculation required under this Section 3 5.9 shall be made in writing by independent public accountants agreed to by the Company and Executive (the "Accountants")Participant, whose calculation shall be conclusive and binding upon Executive the Participant and the Company for all purposes. For purposes of calculating the Executive's Participant’s options under this Section 3 5.9, the Accountants accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive the Participant shall furnish to the Accountants accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section 3 5.9. The Company shall bear all fees and costs the Accountants accountants may reasonably incur charge in connection with any calculations contemplated by this Section 35.9.