Common use of Possible Reduction in Payment and Benefits Clause in Contracts

Possible Reduction in Payment and Benefits. If the payments and benefits payable to Employee pursuant to this Agreement, either alone or together with other payments and benefits which Employee has the right to receive from Employer, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code (“Code”), the payments and benefits payable by Employer pursuant to this Agreement shall be reduced, in the manner determined by Employee, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employer under this Agreement being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to this Section 4 shall be based upon the opinion of the Employer’s independent public accountants and the fee for such calculation shall be borne by the Employer. Such accountants shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Termination Date, and may use such actuaries such as accountants deemed necessary or advisable for the purpose.

Possible Reduction in Payment and Benefits. If the payments and benefits payable to Employee pursuant to this Agreement, either alone or together with other payments and benefits which Employee has the right to receive from Employer, would constitute a “"parachute payment” " under Section 280G of the Internal Revenue Code (“"Code”"), the payments and benefits payable by Employer pursuant to this Agreement shall be reduced, in the manner determined by Employee, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employer under this Agreement being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to this Section 4 shall be based upon the opinion of the Employer’s 's independent public accountants and the fee for such calculation shall be borne by the Employer. Such accountants shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Termination Date, and may use such actuaries such as accountants deemed necessary or advisable for the purpose.