Regulatory Adjustments. All amounts which may become payable to Employee under this Section 6 in connection with the cessation of Employee’s employment with the Company, including any Severance Payments, shall be subject to all applicable regulatory, tax, and legal requirements described under Section 7.p. of this Agreement.
Regulatory Adjustments. Notwithstanding anything to the contrary contained herein, if, in the judgment of a majority of the full Board of Directors of AmeriPath (after agreement with the Physician Committee (a committee consisting of three Sellers and two other Persons designated by AmeriPath, as more fully described in Section 15(d) of the employment agreements between each of the Sellers and the 5.01(a) (the "Employment Agreements"))), in their sole and absolute discretion acting in good faith, it is determined that (A) the inclusion of certain income, from referrals or otherwise, in the calculation of Operating Earnings or Cumulative Operating Earnings, as the case may be, may cause the Contingent Notes, or the holding of the Contingent Notes by any Holder, to violate any Regulation or Order of any Authority (as such terms are defined in Section 12.3), or (B) any income was derived or the result of a violation of the policies and procedures of AmeriPath adopted from time to time by the Board of Directors of AmeriPath, then, such income shall not be included in Operating Earnings or Cumulative Operating Earnings, as the case may be, and shall not be taken into account in determining the payments to be made under the Contingent Notes.
Regulatory Adjustments. Notwithstanding anything to the contrary contained herein, if, in the judgment of a majority of the full Board of Directors of AmeriPath, in their sole and absolute discretion acting in good faith, it is determined that (A) the inclusion of certain income, from referrals or otherwise, in the calculation of Operating Earnings or Cumulative Operating Earnings, as the case may be, may cause the Contingent Note, or the right to receive payments under the Contingent Note by any Holder, to violate any Regulation or Order of any Authority (as such terms are defined in SECTION 12.3), or (B) any income was derived as the result of a violation of the policies and procedures of AmeriPath adopted from time to time by the Board of Directors of AmeriPath, then, such income shall not be included in Operating Earnings or Cumulative Operating Earnings, as the case may be, and shall not be taken into account in determining the payments to be made under the Contingent Note and appropriate and good faith adjustments shall be made to the Minimum Targets, with such adjustments to apply to all similarly-situated pathologists at AmeriPath; PROVIDED, HOWEVER, that the Holders shall be given prompt notice of any such determination by the Board of Directors and shall have an opportunity to review the basis for such determination with the Board of Directors.
