Reduction in Cancellation Bonus under Certain Circumstances Sample Clauses

Reduction in Cancellation Bonus under Certain Circumstances. Notwithstanding Section 2, if the payment pursuant to Section 2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from Employer would constitute a “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), then the bonus payable pursuant to Section 2 hereof (but not the time and form of payment thereof) shall be reduced by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 2 being non-deductible to Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. Executive shall have a right to select an independent certified public accountant, benefits consultant or similar expert to audit the Employer’s calculation of the Section 280G deductible amount, and the bonus payable per Section 2, at the Employer’s expense. If such audit reveals that the calculations performed by the Employer were in error or have resulted in the payment to Executive of an amount less than that to which he is entitled hereunder, the Employer shall immediately rectify such underpayment. ​