Provisions Applicable When the Stock is Not Publicly Traded Sample Clauses

Provisions Applicable When the Stock is Not Publicly Traded. The Company and Executive agree that this Section 14(b) apply only when any stock of the Company, any of its parents or any of its subsidiaries which are treated as under common control pursuant to Section 1504 of the Code is publicly traded on an established securities exchange. Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Executive and the Company or any of its affiliates, if any payment or benefit Executive would receive from the Company or any of its affiliates, whether pursuant to this Agreement or otherwise, would constitute a Parachute Payment under Section 280G, then if reducing the amount of such payment or benefit, in whole or in part, would result, after taking into account all applicable federal, state and local employment taxes, income taxes and any excise tax that are, and that would otherwise have been, payable (all computed at the highest applicable marginal rate), in Executive’s receipt of a greater net after-tax amount than Executive would otherwise have received on a net-after basis had the payment or benefit been made in full, then such payment or benefit shall be reduced to the amount (the “Reduced Amount”) that results in Executive receiving the greatest net-after tax amount from such payment or benefit, notwithstanding that all or some portion of the payment or benefit may be subject to the excise tax. If any payment or benefit is to be reduced to the Reduced Amount, any reduction therein shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards; and (C) employee benefits shall be reduced last and in reverse chronological order. The Company shall appoint, and pay the fees and expenses of, a nationally recognized accounting firm to make the determinations required hereunder and perform the foregoing calculations on a reasonably prompt basis so as to minimize any delay in the time at which any payment or benefit would be paid. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.
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