Common use of Reduction of Parachute Payments Clause in Contracts

Reduction of Parachute Payments. Notwithstanding any provision hereof to the contrary, in the event the total amount of "parachute payments," as hereinafter defined, to be made by the Company to you would not be deductible as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the amount of payments or benefits otherwise to be made or provided hereunder (or, if mutually agreed between you and the Company and consistent with the terms of any other plan, arrangement or agreement, then under such other plan, arrangement or agreement) shall be reduced until no portion of the parachute payments is not deductible as a result of Section 280G of the Code. "Parachute payment" shall mean any payment or benefit which is provided, or to be provided to you, in connection with a change in control of the Company or the termination of your employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement) to the extent that such payment or benefit constitutes a "parachute payment" within the meaning of Section 280G(b)(2) of the Code in the opinion of tax counsel selected by the Company and which does not, in the opinion of such tax counsel, constitute reasonable compensation for personal services to be rendered on or after the date of the change described in paragraph (2)(A)(i) of Section 280G(b) 5 of the Code. The value of any non-cash benefit or any deferred payment or benefit included in the parachute payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

Reduction of Parachute Payments. Notwithstanding any provision hereof to the contrary, in the event the total amount of "parachute payments," as hereinafter defined, to be made by the Company to you would not be deductible as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the amount of payments or benefits otherwise to be made or provided hereunder (or, if mutually agreed between you and the Company and consistent with the terms of any other plan, arrangement or agreement, then under such other plan, arrangement or agreement) shall be reduced until no portion of the parachute payments is not deductible as a result of Section 280G of the Code. "Parachute payment" shall mean any payment or benefit which is provided, or to be provided to you, in connection with a change in control of the Company or the termination of your employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement) to the extent that such payment or benefit constitutes a "parachute payment" within the meaning of Section 280G(b)(2) of the Code in the opinion of tax counsel selected by the Company and which does not, in the opinion of such tax counsel, constitute reasonable compensation for personal services to be rendered on or after the date of the change described in paragraph (2)(A)(i) of Section 280G(b) 5 of the Code. The value of any non-cash benefit or any deferred payment or benefit included in the parachute payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.