Common use of Pooling Transactions Clause in Contracts

Pooling Transactions. The parties acknowledge that certain of the provisions of this Agreement may grant to the Executive benefits in excess of those granted to the Executive pursuant to the prior employment agreement (the "Prior Agreement") superseded hereby pursuant to Section 2 hereof. The parties agree that (i) in the event the grant of any such additional benefit would, in the opinion of Ernst & Young LLP or such other nationally recognized accounting firm selected by the Company, prevent the Company from receiving a pooling of interests treatment under Accounting Principles Board Opinion No. 16, and (ii) in the further event that such a pooling transaction shall be consummated by the Company and an acquiring entity; then in such events, the Executive agrees that the grant of any such additional benefits hereunder shall be amended as of the day prior to the closing of such pooling transaction to the extent necessary to enable the Company to gain pooling treatment under Accounting Principles Board Opinion No. 16 for such transaction; provided such amendment shall not reduce any such benefit such that it is less than that which was granted to the Executive under the Prior Agreement.