Determination of Reduction. The amount of the reduction in compensation shall be determined by an accounting firm retained by Sabra (the “Accounting Firm”) using such formulas as the Accounting Firm deems appropriate. No compensation to Executive shall be reduced pursuant to the provisions of this Section 6 if the Accounting Firm determines that the payments to Executive are not subject to an Excise Tax.
Determination of Reduction. All determinations required to be made under this Section 5(e)(iii) shall be made by a nationally recognized accounting (or compensation and benefits consulting ) firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within ten (10) business days of the Change of Control. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
Determination of Reduction. If the District determines the need for a layoff within its education support professional work force, the district will notify the Association not less than thirty (30) calendar days in advance of the Superintendent’s reduction proposal to the Board. Within seven (7) calendar days from the time the Association is informed of the proposed layoff(s), the Association may notify the District in writing of its concerns with the proposed layoff(s). After such notice, the Association and the District will meet to review all data about the need for the layoff, plan for implementation and discuss alternatives to the proposed layoff(s). Prior to the meeting, the District shall provide the Association with all requested relevant information.
Determination of Reduction. Subsection 1. The administrative staff will ascertain the educational program for the district to meet the educational goals established by the Board. The number of teachers needed to implement the district’s educational program will then be recommended by the administrative staff.
Determination of Reduction. An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to the Agreement and the amount of such Limited Payment Amount shall be made by an accounting firm selected by AKS (the “Accounting Firm”) and at AKS's expense . The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to AKS and you within five days of your Date of Termination if applicable, or such other time as requested by AKS or by you (provided you reasonably believe that any of the Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by you with respect to a Payment or Payments, it shall furnish you with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten days of the delivery of the Determination to you, you shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon AKS and you subject to the application of (3) below.
Determination of Reduction. The amount of the reduction in compensation shall be determined by an accounting firm retained by Sun (the “Accounting Firm”) using such formulas as the Accounting Firm deems appropriate. No compensation to Xx. Xxxxxxx shall be reduced pursuant to the provisions of this Section 6 if the Accounting Firm determines that the payments to Xx. Xxxxxxx are not subject to an Excise Tax.
Determination of Reduction. If the Accounting Firm determines that aggregate Plan Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Covered Executive notice to that effect and a copy of the detailed calculation thereof. In the case of a reduction in the Plan Payments, the Plan Payments will be reduced in the following
Determination of Reduction. For purposes of determining which of Section 8.1 and Section 8.2 shall be given effect, the determination of which of the Total Payments shall be reduced or eliminated to avoid the Excise Tax shall be made by the Independent Tax Advisor, provided that, the Independent Tax Advisor shall reduce or eliminate, as the case may be, the Total Payments in the following order (and within the category described in each of the following Sections 8.3(a) through 8.3(e), in reverse order beginning with the Total Payments which are to be paid furthest in time except as otherwise provided in Section 8.3(d):
Determination of Reduction. If the Accounting Firm determines that aggregate Letter Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give you notice to that effect and a copy of the detailed calculation thereof. In the case of a reduction in the Letter Payments, the Letter Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation § 1.280G-1, Q&A-24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation § 1.280G-1, Q&A-24(a), with the highest values reduced first (as such values are determined under Treasury Regulation § 1.280G-1, Q&A-24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation § 1.280G-1, Q&A-24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation § 1.280G-1, Q&A-24, with the highest values reduced first (as such values are determined under Treasury Regulation § 1.280G-1, Q&A-24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced on a pro rata basis. Any reductions made pursuant to each of clauses (i)—(v) above will be made in the following manner: first, a pro rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation. All determinations made by the Accounting Firm under this letter agreement shall be binding upon the Company and you, and shall be made as soon as reasonably practicable and in no event later than 15 business days following the date of your termination of employment. For purposes of reducing the Letter Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the COC Letter (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.
Determination of Reduction. ALL DETERMINATIONS REQUIRED TO BE MADE UNDER THIS SECTION 5(E)(III) SHALL BE MADE BY A NATIONALLY RECOGNIZED ACCOUNTING (OR COMPENSATION AND BENEFITS CONSULTING ) FIRM SELECTED BY THE COMPANY (THE “ACCOUNTING FIRM”) WHICH SHALL PROVIDE DETAILED SUPPORTING CALCULATIONS BOTH TO THE COMPANY AND THE EXECUTIVE WITHIN TEN (10) BUSINESS DAYS OF THE CHANGE OF CONTROL. ANY SUCH DETERMINATION BY THE ACCOUNTING FIRM SHALL BE BINDING UPON THE COMPANY AND THE EXECUTIVE. ALL FEES AND EXPENSES OF THE ACCOUNTING FIRM SHALL BE BORNE SOLELY BY THE COMPANY.
