Common use of Internal Revenue Code Clause in Contracts

Internal Revenue Code. Notwithstanding anything in this Agreement to the contrary (other than this paragraph), in the event that Arthur Andersen & Co. (xx xxs xxccessor) determines that any payment by the Company to or for the benefit of the Officer pursuant to the terms of this Agreement would be nondeductible by the Company for federal income tax purposes because of Section 280G of the Code, then the amount payable to or for the benefit of the Officer pursuant to this Agreement shall be reduced (but not below zero) to the maximum amount payable without causing the payment to be nondeductible by the Company because of Section 280G of the Code; provided, however, that notwithstanding the preceding clause of this sentence, if Section 280G of the Code is amended after the date on which this Agreement has been executed and if the amendment has the effect of reducing the amount of deductible payments that may be made by the Company to the Executive under Section 280G of the Code to an amount less than what would have been deductible by the Company under Section 280G of the Code as in effect on October 1, 1997, the maximum amount payable to the Executive under this paragraph 4(d) shall be determined without regard to any amendment to Section 280G of the Code; provided, further, that if solely by reason of any amendment to Section 280G of the Code an excise tax is imposed on the Executive under Section 4999 of the Code as a result of payments made under this Agreement, the Company shall increase the benefit payable to the Executive under this Agreement by an amount ("Make Whole Payment") which, after taking into account the additional federal, state and local income taxes or the amount (including the Code Section 4999 excise tax that would be imposed on the Make Whole Payment), would reimburse the Executive fully for the Code Section 4999 tax that is imposed on the other payments made hereunder and put the Executive in same net after-tax position with respect to this Agreement that he would have been but for the excise tax. Such determination by Arthur Andersen & Xx. (or itx xxxxxxsor) shall be conclusive and binding upon the parties.

Internal Revenue Code. Notwithstanding anything in this Agreement to the contrary (other than this paragraph), in the event that Arthur Andersen & Co. (xx xxs xxccessoror its successor) determines that any deterxxxxx xxxx xxx payment by the Company to or for the benefit of the Officer pursuant to the terms of this Agreement would be nondeductible by the Company for federal income tax purposes because of Section 280G of the Code, then the amount payable to or for the benefit of the Officer pursuant to this Agreement shall be reduced (but not below zero) to the maximum amount payable without causing the payment to be nondeductible by the Company because of Section 280G of the Code; provided, however, that notwithstanding the preceding clause of this sentence, if Section 280G of the Code is amended after the date on which this Agreement has been executed and if the amendment has the effect of reducing the amount of deductible payments that may be made by the Company to the Executive under Section 280G of the Code to an amount less than what would have been deductible by the Company under Section 280G of the Code as in effect on October 1July 29, 19971994, the maximum amount payable to the Executive under this paragraph 4(d1(d) shall be determined without regard to any amendment to Section 280G of the Code; provided, further, that if solely by reason of any amendment to Section 280G of the Code an excise tax is imposed on the Executive under Section 4999 of the Code as a result of payments made under this Agreement, the Company shall increase the benefit payable to the Executive under this Agreement by an amount ("Make Whole Payment") which, after taking into account the additional federal, state and local income taxes or the amount (including the Code Section 4999 excise tax that would be imposed on the Make Whole Payment), would reimburse the Executive fully for the Code Section 4999 tax that is imposed on the other payments made hereunder and put the Executive in same net after-tax position with respect to this Agreement that he would have been but for the excise tax. Such determination by Arthur Andersen & Xx. Co. (or itx xxxxxxsorits successor) shall be conclusive shaxx xx cxxxxxxxxe and binding upon the parties.

Internal Revenue Code. Notwithstanding anything in this Agreement to the contrary (other than this paragraph), in the event that Arthur Andersen & Co. (xx xxs xxccessorxtx xuccessor) determines that any payment by the Company to or for the benefit of the Officer pursuant to the terms of this Agreement would be nondeductible by the Company for federal income tax purposes because of Section 280G of the Code, then the amount payable to or for the benefit of the Officer pursuant to this Agreement shall be reduced (but not below zero) to the maximum amount payable without causing the payment to be nondeductible by the Company because of Section 280G of the Code; provided, however, that notwithstanding the preceding clause of this sentence, if Section 280G of the Code is amended after the date on which this Agreement has been executed and if the amendment has the effect of reducing the amount of deductible payments that may be made by the Company to the Executive under Section 280G of the Code to an amount less than what would have been deductible by the Company under Section 280G of the Code as in effect on October 1, 1997, the maximum amount payable to the Executive under this paragraph 4(d) shall be determined without regard to any amendment to Section 280G of the Code; provided, further, that if solely by reason of any amendment to Section 280G of the Code an excise tax is imposed on the Executive under Section 4999 of the Code as a result of payments made under this Agreement, the Company shall increase the benefit payable to the Executive under this Agreement by an amount ("Make Whole Payment") which, after taking into account the additional federal, state and local income taxes or the amount (including the Code Section 4999 excise tax that would be imposed on the Make Whole Payment), would reimburse the Executive fully for the Code Section 4999 tax that is imposed on the other payments made hereunder and put the Executive in same net after-tax position with respect to this Agreement that he would have been but for the excise tax. Such determination by Arthur Andersen & Xx. (or itx xxxxxxsorixx xxxxxssor) shall be conclusive and binding upon the parties.

Internal Revenue Code. Notwithstanding anything in this Agreement to the contrary (other than this paragraph) and subject to paragraph 4(m), in the event that Arthur Andersen & Co. Xxxxxx Xxxxxxxx LLP (xx xxs xxccessoror its successor) ("Independent Auditor") determines that any payment by the Company to or for the benefit of the Officer pursuant to the terms of this Agreement would be nondeductible by the Company for federal income tax purposes because of Section 280G of the Code, then the amount payable to or for the benefit of the Officer pursuant to this Agreement shall be reduced (but not below zero) to the maximum amount payable without causing the payment to be nondeductible by the Company because of Section 280G of the Code; provided, however, that notwithstanding the preceding clause of this sentence, if Section 280G of the Code is amended after the date on which this Agreement has been executed and if the amendment has the effect of reducing the amount of deductible payments that may be made by the Company to the Executive under Section 280G of the Code to an amount less than what would have been deductible by the Company under Section 280G of the Code as in effect on October 1, 1997, the maximum amount payable to the Executive under this paragraph 4(d) shall be determined without regard to any amendment to Section 280G of the Code; provided, further, that if solely by reason of any amendment to Section 280G of the Code an excise tax is imposed on the Executive under Section 4999 of the Code as a result of payments made under this Agreement, the Company shall increase the benefit payable to the Executive under this Agreement by an amount ("Make Whole Payment") which, after taking into account the additional federal, state and local income taxes or the amount (including the Code Section 4999 excise tax that would be imposed on the Make Whole Payment), would reimburse the Executive fully for the Code Section 4999 tax that is imposed on the other payments made hereunder and put the Executive in same net after-tax position with respect to this Agreement that he would have been but for the excise tax. Such determination by Arthur Andersen & Xx. (or itx xxxxxxsor) the Independent Auditor shall be conclusive and binding upon the parties.

Internal Revenue Code. Notwithstanding anything in this Agreement to the contrary (other than this paragraph), in the event that Arthur Andersen Xxxxxx Xxxxxxxx & Co. (xx xxs xxccessoror its successor) determines that any payment by the Company to or for the benefit of the Officer Executive pursuant to the terms of this Agreement would be nondeductible by the Company for federal income tax purposes because of Section 280G of the Code, then the amount payable to or for the benefit of the Officer Executive pursuant to this Agreement shall be reduced (but not below zero) to the maximum amount payable without causing the payment to be nondeductible by the Company because of Section 280G of the Code; provided, however, that notwithstanding the preceding clause of this sentence, if Section 280G of the Code is amended after the date on which this Agreement has been executed and if the amendment has the effect of reducing the amount of deductible payments that may be made by the Company to the Executive under Section 280G of the Code to an amount less than what would have been deductible by the Company under Section 280G of the Code as in effect on October 1July 29, 19971994, the maximum amount payable to the Executive under this paragraph 4(d) shall be determined without regard to any amendment to Section 280G of the Code; provided, further, that if solely by reason of any amendment to Section 280G of the Code an excise tax is imposed on the Executive under Section 4999 of the Code as a result of payments made under this Agreement, the Company shall increase the benefit payable to the Executive under this Agreement by an amount ("Make Whole Payment") which, after taking into account the additional federal, state and local income taxes or the amount (including the Code Section 4999 excise tax that would be imposed on the Make Whole Payment), would reimburse the Executive fully for the Code Section 4999 tax that is imposed on the other payments made hereunder and put the Executive in same net after-tax position with respect to this Agreement that he would have been but for the excise tax. Such determination by Arthur Andersen Xxxxxx Xxxxxxxx & Xx. Co. (or itx xxxxxxsorits successor) shall be conclusive and binding upon the parties.. (e)

Internal Revenue Code. Notwithstanding anything any other provision of this Agreement, if Executive are a “key employee” under Internal Revenue Code Section 409A and a delay in making any payment or providing any benefit under this Plan is required to comply with Code Section 409A, such payments shall not be made until the end of six (6) months following the date of Executive’s separation from service as required by Code Section 409A. In the event that the severance benefits provided for in this Agreement to or other payments and benefits that Executive receive (a) constitute “parachute payments” within the contrary (other than this paragraph), in the event that Arthur Andersen & Co. (xx xxs xxccessor) determines that any payment by the Company to or for the benefit of the Officer pursuant to the terms of this Agreement would be nondeductible by the Company for federal income tax purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then the amount payable to or for the benefit of the Officer pursuant to this Agreement such benefits shall be reduced either be: (but not below zeroi) delivered in full, or (ii) delivered as to the maximum amount payable without causing the payment such lesser extent which would result in no portion of such severance benefits being subject to be nondeductible by the Company because of Section 280G of the Code; provided, however, that notwithstanding the preceding clause of this sentence, if Section 280G of the Code is amended after the date on which this Agreement has been executed and if the amendment has the effect of reducing the amount of deductible payments that may be made by the Company to the Executive under Section 280G of the Code to an amount less than what would have been deductible by the Company under Section 280G of the Code as in effect on October 1, 1997, the maximum amount payable to the Executive under this paragraph 4(d) shall be determined without regard to any amendment to Section 280G of the Code; provided, further, that if solely by reason of any amendment to Section 280G of the Code an excise tax is imposed on the Executive under Section 4999 of the Code as a result Code, whichever of payments made under this Agreementthe foregoing amounts, the Company shall increase the benefit payable to the Executive under this Agreement by an amount ("Make Whole Payment") which, after taking into account the additional applicable federal, state and local income and employment taxes or and the amount (including the Code Section 4999 excise tax that would be imposed by Section 4999, results in the receipt by Executive, on the Make Whole Payment), would reimburse the Executive fully for the Code Section 4999 tax that is imposed on the other payments made hereunder and put the Executive in same net an after-tax position with respect basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the amount required to be paid under this Agreement that he would have been but for the excise tax. Such determination by Arthur Andersen & Xx. (or itx xxxxxxsor) paragraph shall be conclusive made in writing by the Company’s independent auditors who are primarily used by the Company immediately prior to the Change in Control (the “Accountants”). For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and binding upon approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the partiesapplication of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph.