Common use of Parachute Tax Clause in Contracts

Parachute Tax. (a) In the event that the Employee would, except for this paragraph, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of receiving "parachute payments" (as defined in Section 280G(b)(2)(A) and (d)(3) of the Code) pursuant to this Agreement or any other arrangements between the Company and the Employee, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, such payments shall be reduced so that the aggregate "present value" (as defined in Section 280G(d)(4) of the Code) of such payments is an amount equal to one dollar less than an amount equal to three times the Employee's "base amount," (as defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code). To achieve such required reduction in aggregate present value, the Employee shall determine which parachute payments shall be reduced and the amount of each reduction. To enable the Employee to make such determination, the Company shall provide the Employee with such information as is reasonably necessary for such determination. (b) Prior to making any payment under this Section 14, either party may request a determination as to whether such payment would constitute a "parachute payment," and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Company and approved by the Employee (which approval shall not unreasonably be withheld). The determination of such tax counsel shall be conclusive and binding on the parties. The Company shall provide such information as tax counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense to the extent that they deem necessary or advisable to enable them to reach a determination.

Parachute Tax. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, award, benefit or distribution by the Company (aor any of its affiliated entities) In or by any entity which effectuates a Change of Control (or any of its affiliated entities) to or for the event that benefit of the Employee would, except for Officer (whether pursuant to the terms of this paragraph, Agreement or otherwise) (each a “Payment”) would be subject to a the excise tax pursuant to imposed by Section 4999 of the Internal Revenue Code or any corresponding provisions of 1986state or local tax laws, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as amended (the "Code"“Excise Tax”), as and if it shall also be determined that, by reducing the Payments to a result of receiving "parachute payments" present value (as defined calculated in accordance with Section 280G(b)(2)(A) and (d)(3) 280G of the Code) pursuant that is one dollar less than the Safe Harbor Amount (as hereinafter defined), the Officer would receive a larger after-tax benefit from the Payments than if such reduction had not occurred, the Payments shall be reduced so as to have a present value that is one dollar less than the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments or benefits provided under Section 9(g)(i) before reducing the other payments under this Agreement or otherwise; thereafter any such reduction shall be made to other arrangements between cash payments to which the Officer is entitled. For purposes of this Section 21, “Safe Harbor Amount” shall mean the greatest amount that could be paid to the Officer such that the receipt of Payments would not give rise to any Excise Tax. All determinations required to be made under this Section 21 shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the EmployeeOfficer within fifteen (15) business days of the receipt of notice from the Officer that there has been a Payment, or a deduction would not be allowed to such earlier time as is requested by the Company for all or any part of such payments by reason of Section 280G(a) Company. All fees and expenses of the Code, such payments Accounting Firm shall be reduced so that the aggregate "present value" (as defined in Section 280G(d)(4) of the Code) of such payments is an amount equal to one dollar less than an amount equal to three times the Employee's "base amount," (as defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code). To achieve such required reduction in aggregate present value, the Employee shall determine which parachute payments shall be reduced and the amount of each reduction. To enable the Employee to make such determination, the Company shall provide the Employee with such information as is reasonably necessary for such determination. (b) Prior to making any payment under this Section 14, either party may request a determination as to whether such payment would constitute a "parachute payment," and, if so, the amount borne solely by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Company and approved by the Employee (which approval shall not unreasonably be withheld). The determination of such tax counsel shall be conclusive and binding on the parties. The Company shall provide such information as tax counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense to the extent that they deem necessary or advisable to enable them to reach a determination.

Parachute Tax. (a) In the event that the Employee would, except for this paragraph, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of receiving "parachute payments" payments (as defined in Section 280G(b)(2)(A) and (d)(3) of the Code) pursuant to this Agreement or any other arrangements between the Company and the Employee, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, such payments shall be reduced so that the aggregate "present value" value (as defined in Section 280G(d)(4) of the Code) of such payments is an amount equal to one dollar less than an amount equal to three times the Employee's "Employees base amount," , (as defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code). To achieve such required reduction in aggregate present value, the Employee shall determine which parachute payments shall be reduced and the amount of each reduction. To enable the Employee to make such determination, the Company shall provide the Employee with such information as is reasonably necessary for such determination. (b) Prior to making any payment under this Section 14, either party may request a determination as to whether such payment would constitute a "parachute payment," , and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Company and approved by the Employee (which approval shall not unreasonably be withheld). The determination of such tax counsel shall be conclusive and binding on the parties. The Company shall provide such information as tax counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense to the extent that they deem necessary or advisable to enable them to reach a determination.

Parachute Tax. (a) In the event that the Employee would, except for this paragraph, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of receiving "parachute payments" payments (as defined in Section 280G(b)(2)(A) and (d)(3) of the Code) pursuant to this Agreement or any other arrangements between the Company and the Employee, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, such payments shall be reduced so that the aggregate "present value" value (as defined in Section 280G(d)(4) of the Code) of such payments is an amount equal to one dollar less than an amount equal to three times the Employee's "Employee base amount," (as amount,(as defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code). To achieve such required reduction in aggregate present value, the Employee shall determine which parachute payments shall be reduced and the amount of each reduction. To enable the Employee to make such determination, the Company shall provide the Employee with such information as is reasonably necessary for such determination. (b) Prior to making any payment under this Section 14, either party may request a determination as to whether such payment would constitute a "parachute payment," andpayment,?and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Company and approved by the Employee (which approval shall not unreasonably be withheld). The determination of such tax counsel shall be conclusive and binding on the parties. The Company shall provide such information as tax counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense to the extent that they deem necessary or advisable to enable them to reach a determination.

Parachute Tax. (a) In the event that the Employee would, except for this paragraph, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of receiving "parachute payments" payments (as defined in Section 280G(b)(2)(A) and (d)(3) of the Code) pursuant to this Agreement or any other arrangements between the Company and the Employee, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, such payments shall be reduced so that the aggregate "present value" value (as defined in Section 280G(d)(4) of the Code) of such payments is an amount equal to one dollar less than an amount equal to three times the Employee's "Employees base amount," (as amount,(as defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code). To achieve such required reduction in aggregate present value, the Employee shall determine which parachute payments shall be reduced and the amount of each reduction. To enable the Employee to make such determination, the Company shall provide the Employee with such information as is reasonably necessary for such determination. (b) Prior to making any payment under this Section 14, either party may request a determination as to whether such payment would constitute a "parachute payment," , and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Company and approved by the Employee (which approval shall not unreasonably be withheld). The determination of such tax counsel shall be conclusive and binding on the parties. The Company shall provide such information as tax counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense to the extent that they deem necessary or advisable to enable them to reach a determination.