Common use of Resolution Procedures Clause in Contracts

Resolution Procedures. In the event there is any disagreement between the Executive and the Company as to whether one or more payments or benefits to which the Executive becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally by the Executive and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive and the Company as to whether one or more payments or benefits to which the Executive becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (ai) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (bii) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to the independent auditors registered public accounting firm (the “Independent Auditors”) selected and paid for by the Company. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally by the Executive and the Company. (ciii) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's Independent Auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company. (iv) All determinations required of the Independent Auditors or third-party appraiser shall be completed on or before the later of (i) the last day of the calendar year in which the transaction triggering the parachute payment is effected or (ii) the fifteenth day of the third calendar month following such effective date.

Resolution Procedures. In the event there is any disagreement between the Executive and the Company as to whether one or more payments or benefits to which the Executive becomes entitled in connection with the Change in Control or his subsequent termination of employment constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (ai) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (bii) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally by the Executive and the Company. (ciii) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's ’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive and the Company as to whether one or more payments or benefits to which the Executive becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally paid by the Executive and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's ’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally paid by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive and the Company as to whether one or more payments or benefits to which the Executive becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally by the Executive and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's ’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive you and the Company as to whether one or more payments or benefits to which you become entitled in connection with the Executive becomes entitled Change in Control or your subsequent Involuntary Termination constitute a parachute payment under Code Section 280G Parachute Payments, Option Parachute Payments or Other Parachute Payments or as to the determination of the present value Present Value thereof, such dispute will be resolved as follows: (ai) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (bii) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyIndependent Auditors. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the retention of the Independent Auditors and (if applicable) the preparation and submission of the ruling request shall be shared equally by the Executive you and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive you and the Company as to whether one or more payments or benefits to which you become entitled in connection with the Executive becomes entitled Change in Control or your subsequent Involuntary Termination constitute a parachute payment under Code Section 280G Parachute Payments, Equity Award Parachute Payments or Other Parachute Payments or as to the determination of the present value Present Value thereof, such dispute will be resolved in accordance with as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyIndependent Auditors. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally by the Executive and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value Present Value thereof will, at the independent auditor's Independent Auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive you and the Company as to whether one or more payments or benefits to which you become entitled in connection with the Executive becomes entitled Change in Control or your subsequent Involuntary Termination constitute a parachute payment under Code Section 280G COC Payments, Option COC Payments, RSU COC Payments, Stock Appreciation Right COC Payments, Cash Award COC Payments or Other COC Payments or as to the determination of the present value Present Value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyIndependent Auditors. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the retention of the Independent Auditors and (if applicable) the preparation and submission of the ruling request shall be shared equally by the Executive you and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value Present Value thereof will, at the independent auditor's Independent Auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive you and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive you and the Company as to whether one or more payments or benefits to which you become entitled in connection with the Executive becomes entitled Change in Control or your subsequent Involuntary Termination constitute a parachute payment under Code Section 280G COC Payments, Option COC Payments, RSU COC Payments, Stock Appreciation Right COC Payments, Cash Award COC Payments or Other COC Payments or as to the determination of the present value Present Value thereof, such dispute will be resolved in accordance with as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyIndependent Auditors. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the retention of the Independent Auditors and (if applicable) the preparation and submission of the ruling request shall be shared equally by the Executive you and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive you and the Company as to whether one or more payments or benefits to which you become entitled in connection with the Executive becomes entitled Merger constitute a parachute payment under Code Section 280G COC Payments, Option COC Payments, RSU COC Payments, Stock Appreciation Right COC Payments, or Other COC Payments or as to the determination of the present value Present Value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations issued under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Treasury Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyIndependent Auditors. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the retention of the Independent Auditors and (if applicable) the preparation and submission of the ruling request shall be shared equally by the Executive you and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value Present Value thereof will, at the independent auditor's Independent Auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive you and the Company. 1. Pursuant to this Waiver and Release of Claims (this “Waiver”) and in consideration of the benefits to be provided to me under that certain letter to me, dated , (the “Letter Agreement”) from Xxxxx Systems Corporation (hereinafter, the “Company”) regarding change in control severance benefits (the “Program”), subject to the limitations set forth below, I , hereby waive and release any and all claims, suits, damages, liabilities, demands and causes of action, whether known or unknown, existing or contingent, or whether at law or equity relating to any of the following (“Claims”): • age discrimination Claims under the federal Age Discrimination in Employment Act; • age discrimination Claims under any state or local laws; • discrimination Claims under federal, state, or local laws based on race, color, creed, marital status, veteran status, sex, sexual preference, national origin, citizenship, disability, handicap or religion; • common law contract or tort Claims, including, but not limited to: wrongful discharge or public policy Claims; Claims for breach of an express or implied contract; Claims for breach of an implied covenant of good faith and fair dealing; intentional infliction of emotional distress Claims; defamation Claims; tortious interference with contract or prospective economic advantage Claims; Claims for personal injury, including but not limited to mental anguish, emotional distress, pain and suffering, humiliation, and damage to name or reputation; Claims for severance, and retaliation Claims; • whistleblower Claims under the Xxxxxxxx-Xxxxx Act or any other federal, state, or local laws; • Claims under the federal Employee Retirement Income Security Act; • Claims under the federal Family and Medical Leave Act; • Claims for liquidated or punitive damages or for attorneys’ fees and costs asserted under any of the above theories; Claims shall not apply to (a) Claims for workers’ compensation benefits or unemployment compensation benefits, (b) Claims under the Program, (c) Claims brought under the Company’s Certificate of Incorporation or Bylaws, any indemnification agreement between the Company and me, or insurance policies maintained by the Company, (d) claims for indemnification pursuant to Section 5.9 of the “Merger Agreement,” as such term is defined in the Letter Agreement, (e) Claims for any employee pension or health and welfare benefits I may be entitled to in accordance with the terms of the governing plan documents, or (f) Claims under the Age Discrimination in Employment Act that arise after the date this Waiver is executed. 2. I may revoke this Waiver for a period of seven (7) days following the day I sign it by submitting written notice of my revocation to [NAME], [TITLE], [ADDRESS]. 3. I acknowledge that I have been advised in writing to consult with an attorney prior to signing this Xxxxxx and that I have been given twenty-one (21) days to consider this Waiver.

Resolution Procedures. In the event there is any disagreement between the Executive you and the Company as to whether one or more payments or benefits to which you become entitled in connection with the Executive becomes entitled Change in Control or your subsequent Involuntary Termination constitute a parachute payment under Code Section 280G Parachute Payments, Equity Award Parachute Payments or Other Parachute Payments or as to the determination of the present value Present Value thereof, such dispute will be resolved as follows: (ai) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (bii) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyIndependent Auditors. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the retention of the Independent Auditors and (if applicable) the preparation and submission of the ruling request shall be shared equally by the Executive you and the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Resolution Procedures. In the event there is any disagreement between the Executive and the Company Corporation as to whether one or more payments or benefits to which the Executive becomes entitled in connection with the Change in Control or his subsequent Involuntary Termination constitute a parachute payment under Code Section 280G Parachute Payments, Option Parachute Payments or Other Parachute Payments or as to the determination of the present value Present Value thereof, such dispute will be resolved as follows: (ai) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (bii) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyIndependent Auditors. The resolution reached by the independent auditors Independent Auditors will be final and controlling; provided, however, that if in the judgment of the independent auditorsIndependent Auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditorsIndependent Auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the retention of the Independent Auditors and (if applicable) the preparation and submission of the ruling request shall be shared equally by the Executive and the CompanyCorporation. (ciii) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value Present Value thereof will, at the independent auditor's Independent Auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the CompanyCorporation.

Resolution Procedures. In the event there is any disagreement between the Executive and the Company as to whether one or more payments or benefits to which the Executive becomes entitled in connection with the Change in Control or his subsequent termination of employment constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (ai) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (bii) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the CompanyCOmpany. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally by the Executive and the Company. (ciii) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's ’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.