Common use of Parachute Tax Clause in Contracts

Parachute Tax. If the payments and benefits provided for the Executive under this Agreement, together with any other payments and benefits that the Executive may have a right to receive from the Company or any other person or entity, would result in "excess parachute payments" (as defined in Section 280G of the Code), the payments and benefits to be made and provided to the Executive and his beneficiary or beneficiaries pursuant to this Agreement shall be reduced to the largest whole-dollar amount that will result in there being no such "excess parachute payment." The existence or absence of any such "excess parachute payment," the amount of any such reduction, and the item or items to be reduced, if any, shall be determined, in each case, by the Executive or, following his death, his beneficiary or beneficiaries, and the specifics of such determination shall be delivered in writing to the Company and to the trustee of the Trust referred to in subparagraph 9(d)(ii) above, at the time of the Executive's termination within three years after a Change in Control, or as soon as practicable thereafter, by the Executive or, following his death, his beneficiary or beneficiaries. The reasonable fees and expenses of such tax counsel and financial advisor as may reasonably be called upon to assist the Executive or his beneficiary or beneficiaries in the foregoing endeavors shall be paid by the Company.