Common use of Payment Limitation Clause in Contracts

Payment Limitation. Notwithstanding anything in this Agreement to the contrary, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior to the Change in Control (the “Accounting Firm”), that any of the payments provided for in this Agreement, together with any other payments that must be included in such determination, would constitute an “Excess Parachute Payment” (as defined in Section 280G (or any successor provision thereof) of the Internal Revenue Code of 1986, as amended (the “Code”), and proposed and final regulations thereunder), the payments pursuant to this Agreement shall be reduced to the maximum amount that would permit a determination that the Executive has not received an Excess Parachute Payment (the “Maximum Amount”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“Uncapped After-Tax Amount,” as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisions. (i) For purposes of determining whether the amounts payable to the Executive pursuant to this Agreement shall be reduced to the Maximum Amount, the following terms shall have the meaning indicated. (A) The “Uncapped After-Tax Amount” shall be equal to the sum of the amounts payable pursuant to this Agreement (without regard to this paragraph 5(b)) and pursuant to all benefit and compensation plans and arrangements that must, pursuant to the Code, be included in determining whether an Excess Parachute Payment has been made, less the Income Tax Amount on such sum and the 20% excise tax under Section 4999 of the Code that would be due on all Excess Parachute Payments.

Payment Limitation. Notwithstanding anything (i) Anything in this Agreement to the contrarycontrary notwithstanding, if in the Company determinesevent that the amount of any compensation, based on payment or distribution by the opinion Employer to or for the benefit of its independent accountants serving as such immediately prior the Executive, whether paid or payable or distributed or distributable pursuant to the Change terms of this Agreement or otherwise, calculated in Control a manner consistent with Section 280G of the Code and the applicable regulations thereunder (the “Accounting FirmSeverance Payments”), that any would be subject to the excise tax imposed by Section 4999 of the payments provided for in this AgreementCode, together with any other payments that must the following provisions shall apply: (A) Executive shall be included in such determination, would constitute an “Excess Parachute Payment” (as defined in Section 280G (or any successor provision thereof) entitled to the greater of the Internal Revenue Code of 1986, as amended (the “Code”), and proposed and final regulations thereunder), the payments pursuant amount to which he would be entitled by this Agreement shall be reduced to the maximum amount (and other benefit plans and arrangements that would permit provide a determination payment that the Executive has not received an Excess Parachute Payment (the is treated as a “Maximum AmountContingent Payment”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation under either item (“Uncapped After-Tax Amount,” as defined i) or (ii) below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisions.: (i) For purposes of determining whether The “net” after‑tax benefit to which Executive would be entitled after taking into consideration any and all taxes that Executive would owe on such Contingent Payments, including any Federal, state and local income and employment taxes, as well as any excise tax, penalties or interest; and (ii) The “net” after‑tax benefit to which Executive would be entitled after reducing the amounts payable to Contingent Payments so that such payments do not exceed the Executive pursuant to this Agreement shall be reduced to the Maximum Threshold Amount, the following terms shall have the meaning indicatedafter taking into consideration any all taxes that Executive would owe on such reduced Contingent Payments, including any Federal, state and local income and employment taxes. (Aiii) The For the purposes of this Section 7, “Uncapped After-Tax Threshold Amount” shall be equal to mean three times the sum Executive’s “base amount” within the meaning of Section 280G(b)(3) of the amounts payable pursuant to this Agreement (without regard to this paragraph 5(b)) and pursuant to all benefit and compensation plans and arrangements that must, pursuant to the Code, be included in determining whether an Excess Parachute Payment has been made, less the Income Tax Amount on such sum Code and the 20% regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax under imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax. The term “Contingent Payment” shall mean a payment in the nature of compensation that is contingent on a change in (i) the ownership or effective control of the Employer or (ii) a change in the ownership of a substantial portion of the assets of the Employer, however, a Contingent Payment shall not include any payment under a qualified plan listed in Code that would be due on all Excess Parachute PaymentsSection 280G(b)(6).

Payment Limitation. (a) Notwithstanding anything in any other provision of this Agreement to the contraryAgreement, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior to the Change in Control (the “Accounting Firm”), that any portion of the payments provided for in or benefits under this Agreement, together with or under any other payments that must be included agreement with or plan of the HDI Group (in such determinationthe aggregate, the “Total Payments”), would constitute an “Excess Parachute Paymentexcess parachute payment” (as defined in that is subject to the tax imposed by Code Section 280G (or any successor provision thereof) of 4999, then the Internal Revenue Code of 1986, as amended (Total Payments to be made to the “Code”), and proposed and final regulations thereunder), the payments pursuant to this Agreement Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount that would permit a determination which the Executive may receive without becoming subject to the tax imposed by Code Section 4999; provided that the Executive has foregoing reduction in the amount of Total Payments shall not received an Excess Parachute Payment (the “Maximum Amount”) unless apply if the after-tax amount payable value to the Executive hereunder of the Total Payments prior to reduction in accordance with this Paragraph (a) (including the tax imposed by Code Section 4999) is greater than one hundred ten percent (110%) of the after-tax value to the Executive if the Total Payments are reduced in accordance with this Paragraph (a). (b) For purposes of this Section, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Code Section 280G, and such “parachute payments” shall be valued as provided therein. Present value shall be calculated in accordance with Code Section 280G(d)(4). The Executive and the HDI Group Employer, at the HDI Group Employer’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the HDI Group Employer’s independent auditors and acceptable to the Executive, which opinion sets forth: (i) the amount of the Base Period Income, (ii) the amount and present value of the Total Payments, (iii) the amount and present value of any excess parachute payments determined without regard to the foregoing limitation limitations of this Section 8, (“Uncapped After-Tax Amount,” as defined belowiv) exceeds the after-tax amount payable to value of the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or Total Payments if the reduction in amounts payable pursuant to Total Payments contemplated under Paragraph (a) of this Agreement shall be made in accordance with the following provisions.Section 8 did not apply, and (iv) For purposes of determining whether the amounts payable to the Executive pursuant to this Agreement shall be reduced to the Maximum Amount, the following terms shall have the meaning indicated. (A) The “Uncapped Afterafter-Tax Amount” shall be equal to the sum tax value of the amounts payable pursuant to Total Payments taking into account the reduction in Total Payments contemplated under Paragraph (a) of this Agreement (without regard to this paragraph 5(b)) and pursuant to all benefit and compensation plans and arrangements that must, pursuant to the Code, be included in determining whether an Excess Parachute Payment has been made, less the Income Tax Amount on such sum and the 20% excise tax under Section 4999 of the Code that would be due on all Excess Parachute Payments8.

Payment Limitation. Notwithstanding anything (a) Anything in this Agreement to the contrarycontrary notwithstanding, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior benefits payable pursuant to the Change in Control (the “Accounting Firm”), that any of the payments provided for in this Agreement, either alone or together with any other payments that must be included in such determinationwhich the Employee has the right to receive either directly or indirectly from the Company, would constitute an “Excess a parachute payment (the "Parachute Payment” (as defined in ") under Section 280G (or any successor provision thereof280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), and proposed and final regulations thereunder)amended, the payments Employee hereby agrees that the benefits payable pursuant to this Agreement shall be reduced (but not below zero) by the amount necessary to prevent any such payments to the maximum amount that would permit Employee from constituting Parachute Payment. (b) All determinations required to be made under this Paragraph 11, including whether a determination that the Executive has not received an Excess Parachute Payment (would result under this Agreement, the “Maximum Amount”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“Uncapped After-Tax Amount,” as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or of any reduction in amounts payable pursuant to this Agreement Paragraph 11(a), and the assumptions to be utilized in arriving at such determinations, shall be made in accordance with by the following provisionsindependent accountants then auditing the Company's financial statements (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Employee at such time as is requested by the Company. (ic) For purposes of determining this Paragraph 11, no portion of any benefits the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to his right to receive them shall be taken into account for purposes of calculating whether or not a Parachute Payment has or will occur. (d) In the amounts payable to the Executive event that pursuant to this Agreement Paragraph 11 there must be a reduction in the benefits the Employee is to receive from the Company, the Employee shall have the discretion to decide which of his benefits shall be reduced to and by what amounts (each a "Reduction"), so long as the Maximum Amount, total dollar amount of all Reductions results in the following terms shall have the meaning indicated. (A) The “Uncapped Afternon-Tax Amount” shall be equal to the sum occurrence of the amounts payable pursuant to this Agreement (without regard to this paragraph 5(b)) and pursuant to all benefit and compensation plans and arrangements that must, pursuant to the Code, be included in determining whether an Excess a Parachute Payment has been made, less the Income Tax Amount on such sum and the 20% excise tax under Section 4999 of dollar amount assigned to each Reduction is consistent with the Code that would be due on all Excess Parachute PaymentsAccounting Firm's calculations as provided for in Paragraph 11(b) hereof.

Payment Limitation. Notwithstanding anything any other provision in this Agreement, in no event shall the Revenue Protection Amount paid under this Article IV calculated for a Tax Year of this Agreement during the period from the Tax Year that includes the date on which the Qualifying Time Period commences under this Agreement as provided in Section 2.3.C.i, and ending with the first Tax Year following the end of the Tax Limitation Period, exceed an amount equal to One Hundred Percent (100%) of the Applicant’s Net Tax Benefit for such Tax Year. For each year of the Limitation Period of this Agreement, revenue protection amounts otherwise due and owing by the Applicant to the contraryDistrict which, if by virtue of the Company determinesapplication of the payment limitation set forth in this Section 4.10, based on are not payable to the opinion District for such Tax Year, shall be carried forward from year-to-year into subsequent Tax Years during the term of this Agreement, but shall be subject, in each subsequent Tax Year, to the limit set forth in this Section 4.10. Any of the Revenue Protection Payments which cannot be paid to the District prior to the end of the first Tax Year following the end of the Tax Limitation Period because such payment would exceed the Applicant’s Net Tax Benefit under this Agreement will be deemed to have been cancelled by operation of law, and the Applicant shall have no further obligation with respect thereto. In the event that any Revenue Protection Payment otherwise due from the Applicant to the District is subject to reduction in accordance with the provisions of Section 4.10, then the Applicant shall have the option to terminate this Agreement. The Applicant may exercise such option to terminate this Agreement by notifying the District of its independent accountants serving as such election in writing not later than the July 31 of the year following the Tax Year with respect to which a reduction under Section 4.10 is applicable. Any termination of this Agreement under the foregoing provisions of this Section 4.10 shall be effective immediately prior to the Change second Tax Year next following the Tax Year in Control (which the “Accounting Firm”), that any of the payments provided for in this Agreement, together with any other payments that must be included in such determination, would constitute an “Excess Parachute Payment” (as defined in Section 280G (or any successor provision thereof) of the Internal Revenue Code of 1986, as amended (the “Code”), and proposed and final regulations thereunder), the payments pursuant to this Agreement shall be reduced reduction giving rise to the maximum amount that would permit a determination that the Executive has not received an Excess Parachute Payment (the “Maximum Amount”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“Uncapped After-Tax Amount,” as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisionsoption occurred. (i) For purposes of determining whether the amounts payable to the Executive pursuant to this Agreement shall be reduced to the Maximum Amount, the following terms shall have the meaning indicated. (A) The “Uncapped After-Tax Amount” shall be equal to the sum of the amounts payable pursuant to this Agreement (without regard to this paragraph 5(b)) and pursuant to all benefit and compensation plans and arrangements that must, pursuant to the Code, be included in determining whether an Excess Parachute Payment has been made, less the Income Tax Amount on such sum and the 20% excise tax under Section 4999 of the Code that would be due on all Excess Parachute Payments.

Payment Limitation. Notwithstanding anything in this Agreement to the contrary, if the Company determines, based on the opinion For each Tax Year of its independent accountants serving as such immediately prior to the Change in Control (the “Accounting Firm”), that any of the payments provided for in this Agreement, together with any other payments that must be included in such determination, would constitute an “Excess Parachute Payment” (as defined in Section 280G (or any successor provision thereof) which is the third Tax Year following the end of the Internal Revenue Code of 1986, as amended (the “Code”), and proposed and final regulations thereunder)Tax Limitation Period, the calculation of payments pursuant to due under this Agreement Article IV shall be reduced to the maximum amount that would permit a determination that the Executive has not received an Excess Parachute Payment (the “Maximum Amount”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“Uncapped After-Tax Amount,” as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or morecalculated. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisions. (i) For purposes of determining whether the amounts payable to the Executive pursuant to this Agreement shall be reduced to the Maximum Amountsuch calculations, the following terms shall have the meaning indicated. (A) The “Uncapped After-Tax Amount” shall be equal to Parties agree and stipulate that the sum of the amounts payable Lost M&O Revenue payment owed pursuant to this Agreement (without regard Article IV added to this paragraph 5(b)) and the Supplemental Payment made pursuant to all benefit Article VI, below, shall not exceed Seventy-Five Percent (75%) of the Applicant’s Net Tax Benefit for that Tax Year or the Supplemental Payment amount due and compensation plans owed, whichever shall be greater. For each Tax Year of this Agreement, amounts due and arrangements that mustowing by the Applicant to the District which, by virtue of the application of the payment limitation set forth in this Section and Section 7.1, are not payable to the District for such Tax Year, shall be carried forward from year-to- year into subsequent Tax Years during the term of this Agreement, but shall be subject, in each subsequent Tax Year, to the Payment limit set forth in this Section and Section 7.1. Any of the Payments which are not paid to the District after the third Tax Year following the end of the Tax Limitation Period because such payment would exceed the payment limitation under this Section will be deemed to have been cancelled by operation of law, and the Applicant shall have no further obligation with respect thereto. ARTICLE V PAYMENT OF EXTRAORDINARY EDUCATION-RELATED EXPENSES Section 5.1. PAYMENT OF EXTRAORDINARY EDUCATION-RELATED EXPENSES. In addition to the amounts determined pursuant to Articles IV and VI of this Agreement, Applicant on an annual basis shall also indemnify and reimburse District for all non-reimbursed costs, certified by the CodeDistrict’s external auditor to have been incurred by the District for extraordinary education-related expenses directly and solely related to the project that are not directly funded in state aid formulas, be included in determining whether an Excess Parachute Payment has been made, less including expenses for the Income Tax Amount on such sum acquisition of portable classrooms and the 20% excise tax under Section 4999 hiring of additional personnel to accommodate a temporary increase in student enrollment caused directly by such project. Applicant shall have the right to contest the findings of the Code that would be due on all Excess Parachute PaymentsDistrict’s external auditor pursuant to Section 4.9 herein.

Payment Limitation. (i) Notwithstanding anything any other provisions of this Agreement, in this Agreement the event that any payment or benefit received or to be received by the contrary, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior to the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement (the “Accounting Firm”"SEVERANCE PAYMENTS") or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "TOTAL PAYMENTS") would be subject (in whole or part), that any of to the payments provided for in this Agreement, together with any other payments that must be included in such determination, would constitute an “Excess Parachute Payment” excise tax (as defined in Section 280G (or any successor provision thereofthe "EXCISE TAX") imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), and proposed and final regulations thereunder)then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the payments pursuant to this Agreement cash Severance Payments shall first be reduced reduced, and the noncash Severance Payments shall thereafter be reduced, to the maximum extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount that of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would permit a determination be subject in respect of such unreduced Total Payments); PROVIDED, HOWEVER, that the Executive has not received an Excess Parachute Payment may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the “Maximum Amount”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“Uncapped After-Tax Amount,” as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisionscash Severance Payments. (iii) For purposes of determining whether and the amounts payable extent to which the Total Payments will be subject to the Excise Tax, (a) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (b) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("TAX COUNSEL") reasonably acceptable to the Executive pursuant and selected by the accounting firm (the "AUDITOR") which was, immediately prior to this Agreement the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be reduced to taken into account which, in the Maximum Amountopinion of Tax Counsel, the following terms shall have constitutes reasonable compensation for services actually rendered, within the meaning indicatedof section 280G(b)(4)(B) of the Code, in excess of the Base Amount (as defined in section 280G(b)(3) of the Code and the regulations promulgated thereunder) allocable to such reasonable compensation, and (c) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (Aiii) The “Uncapped After-At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Amount” Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be equal attached to the sum statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the amounts payable pursuant Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Agreement (without regard to this paragraph 5(bSection 8(e)) and pursuant to all benefit and compensation plans and arrangements that must, pursuant to the Code, be included in determining whether an Excess Parachute Payment has been made, less the Income Tax Amount on such sum and the 20% excise tax under Section 4999 of the Code that would be due on all Excess Parachute Payments.

Payment Limitation. (i) Notwithstanding anything any other provisions of this Agreement, in this Agreement the event that any payment or benefit received or to be received by the contrary, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior to the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement (the “Accounting Firm”"SEVERANCE PAYMENTS") or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "TOTAL PAYMENTS") would be subject (in whole or part), that any of to the payments provided for in this Agreement, together with any other payments that must be included in such determination, would constitute an “Excess Parachute Payment” excise tax (as defined in Section 280G (or any successor provision thereofthe "EXCISE TAX") imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), and proposed and final regulations thereunder)then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the payments pursuant to this Agreement cash Severance Payments shall first be reduced reduced, and the noncash Severance Payments shall thereafter be reduced, to the maximum extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount that of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would permit a determination be subject in respect of such unreduced Total Payments); PROVIDED, HOWEVER, that the Executive has not received an Excess Parachute Payment may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the “Maximum Amount”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“Uncapped After-Tax Amount,” as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisionscash Severance Payments. (iii) For purposes of determining whether and the amounts payable extent to which the Total Payments will be subject to the Excise Tax, (a) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (b) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("TAX COUNSEL") reasonably acceptable to the Executive pursuant and selected by the accounting firm (the "AUDITOR") which was, immediately prior to this Agreement the Change in Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be reduced to taken into account which, in the Maximum Amountopinion of Tax Counsel, the following terms shall have constitutes reasonable compensation for services actually rendered, within the meaning indicatedof section 280G(b)(4)(B) of the Code, in excess of the Base Amount (as defined in section 280G(b)(3) of the Code and the regulations promulgated thereunder) allocable to such reasonable compensation, and (c) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (Aiii) The “Uncapped After-At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Amount” Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be equal attached to the sum statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the amounts payable pursuant Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (i) of this Agreement (without regard to this paragraph 5(bSection 8(e)) and pursuant to all benefit and compensation plans and arrangements that must, pursuant to the Code, be included in determining whether an Excess Parachute Payment has been made, less the Income Tax Amount on such sum and the 20% excise tax under Section 4999 of the Code that would be due on all Excess Parachute Payments.