Common use of Reduction of Payments Clause in Contracts

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first to Payments that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such Payment, then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s election within 10 business days of receipt of notice. If no such election is made by the Employee within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 3, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 shall be binding upon the Company and the Employee and shall be made within 10 business days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee such amounts as are then due to the Employee and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts as become due to the Employee.

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first If the Auditors determine that any Payments made --------------------- pursuant to Payments that constitute “deferred compensation” (within this Agreement would exceed the meaning Limitation Amount because of Section 409A section 280G of the Code Code, which calculation shall occur at the time of the Change in Control, then the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the regulations thereunder). If there is more than one such Payment, Executive may then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s Executive's sole discretion, which and how much of the such Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments such Payments, as so eliminated or reduced, equals the Reduced Amount) and shall advise the Company in writing of the Employee’s Executive's election within 10 business days of receipt of notice. If no such election is made by the Employee Executive within such 10-day period, then the Company may elect decide which and how much of the such Payments shall be eliminated or reduced (as long as after such election decision the aggregate present value of the Payments such Payments, as so eliminated or reduced, equals the Reduced Amount) and shall notify the Employee Executive promptly of such electiondecision. For purposes of this Section 34, a present value shall be determined in accordance with Section section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 4 shall be binding upon the Company and the Employee Executive and shall be made within 10 business 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee Executive such amounts as are then due to the Employee Executive under this Agreement and shall promptly pay or transfer to or for the benefit of the Employee Executive in the future such amounts as become due to the EmployeeExecutive under this Agreement.

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first If the Auditors determine that any Payments --------------------- made pursuant to Payments that constitute “deferred compensation” (within this Agreement would exceed the meaning Limitation Amount because of Section 409A section 280G of the Code Code, which calculation shall occur at the time of the Change in Control, then the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the regulations thereunder). If there is more than one such Payment, Executive may then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s Executive's sole discretion, which and how much of the such Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments such Payments, as so eliminated or reduced, equals the Reduced Amount) and shall advise the Company in writing of the Employee’s Executive's election within 10 business days of receipt of notice. If no such election is made by the Employee Executive within such 10-day period, then the Company may elect decide which and how much of the such Payments shall be eliminated or reduced (as long as after such election decision the aggregate present value of the Payments such Payments, as so eliminated or reduced, equals the Reduced Amount) and shall notify the Employee Executive promptly of such electiondecision. For purposes of this Section 34, a present value shall be determined in accordance with Section section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 4 shall be binding upon the Company and the Employee Executive and shall be made within 10 business 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee Executive such amounts as are then due to the Employee Executive under this Agreement and shall promptly pay or transfer to or for the benefit of the Employee Executive in the future such amounts as become due to the EmployeeExecutive under this Agreement.

Reduction of Payments. Any reduction under Subsection (b) above shall If the Auditors determine that any Payment would be applied first to Payments that constitute “deferred compensation” (within nondeductible by the meaning of Section 409A Corporation or any member of the Code and AirTouch Group because of section 280G of the regulations thereunder). If there is more than one such PaymentCode, then such reduction the Corporation, within five business days after being notified by the Auditors, shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, give the Employee notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount. The Employee may then elect, in the Employee’s 's sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company Corporation in writing of the Employee’s this election within 10 business thirty (30) days of receipt of notice. If no such election is made by the Employee within such 10-thirty (30) day period, then the Company Corporation may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 314, a present value values shall be determined in accordance with Section section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 14 shall be binding upon the Company Corporation and the Employee and shall be made within 10 business 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee such amounts as are then due to the Employee and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts as become due to the Employeeemployment termination.

Reduction of Payments. Any reduction If the Auditors determine that the Reduced Amount results in the greatest amount of Agreement Payments to the Employee under Subsection (ba) above above, then the Company shall be applied first promptly give the Employee notice to Payments that constitute “deferred compensation” (within the meaning of Section 409A effect and a copy of the Code detailed calculation thereof and of the regulations thereunder). If there is more than one such PaymentReduced Amount, then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, and the Employee may elect, in the Employee’s sole discretion, then elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s election within 10 business days of receipt of notice. If no such election is made by the Employee within such 10-day period, then the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 3, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 shall be binding upon the Company and the Employee and shall be made within 10 business 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee such amounts Agreement Payments as are then due to the Employee and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts Agreement Payments as become due to the Employee.

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first to Payments that constitute “"deferred compensation” " (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such Payment, then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s 's sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s 's election within 10 business days of receipt of notice. If no such election is made by the Employee within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 3, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 shall be binding upon the Company and the Employee and shall be made within 10 business days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee such amounts as are then due to the Employee and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts as become due to the Employee.

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first to Payments that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such Payment, then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee Executive may elect, in the EmployeeExecutive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the EmployeeExecutive’s election within 10 business days of receipt of notice. If no such election is made by the Employee Executive within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee Executive promptly of such election. For purposes of this Section 36, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 6 shall be binding upon the Company and the Employee Executive and shall be made within 10 business days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee Executive such amounts as are then due to the Employee Executive and shall promptly pay or transfer to or for the benefit of the Employee Executive in the future such amounts as become due to the EmployeeExecutive.

Reduction of Payments. Any reduction under Subsection (b) above shall If the Auditors determine that any Payment --------------------- would not be applied first to Payments that constitute “deferred compensation” (within deductible by the meaning Company because of Section 409A 280G of the Code and Code, disregarding for purposes of this test the regulations thereunder). If there is more than one such Paymenteffect of any Vesting Amount, then such reduction the Company shall be applied on promptly give the Executive both notice to that effect and a pro rata basis to all such Paymentsdetailed calculation thereof and of the Reduced Amount. Subject to the foregoing rules, the Employee The Executive may then elect, in the Employee’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s his election within 10 business ten days of his receipt of notice. If no such election is made by the Employee Executive within such 10ten-day period, then the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount) and shall notify the Employee Executive promptly of such election. For purposes of this Section 37, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 7 shall be binding upon the Company and the Employee Executive and shall be made within 10 business thirty (30) days of the date when a Payment becomes payable or transferableExecutive's termination of employment. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer distribute to or for the benefit of the Employee Executive such amounts as are then due to the Employee him under this Agreement and shall promptly pay or transfer to or distribute for the benefit of the Employee Executive in the future such amounts as may become due to the Employeehim under this Agreement.

Reduction of Payments. Any reduction under Subsection (b) above shall If the Accounting Firm determines that any Payment would be applied first to Payments that constitute “deferred compensation” (within nondeductible by the meaning Company because of Section 409A 280G of the Code and the regulations thereunder). If there is more than one such PaymentCode, then such reduction the Company shall be applied on promptly give the Employee notice to that effect and a pro rata basis to all such Payments. Subject to copy of the foregoing rulesdetailed calculation thereof and of the Reduced Amount, and the Employee may then elect, in the Employee’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s election within 10 business days of receipt of notice. If no such election is made by the Employee within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 32, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 2 shall be binding upon the Company and the Employee and shall be made within 10 business days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee such amounts as are then due to the Employee and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts as become due to the Employee.

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first to Payments that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such Payment, then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s election within 10 business days of receipt of notice. If no such election is made by the Employee within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 32, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 2 shall be binding upon the Company and the Employee and shall be made within 10 business days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee such amounts as are then due to the Employee and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts as become due to the Employee.

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first If the Auditors determine that any Payments --------------------- made pursuant to Payments that constitute “deferred compensation” (within this Agreement would exceed the meaning Limitation Amount because of Section 409A section 280G of the Code Code, which calculation shall occur at the time of the Change in Control, then the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the regulations thereunder). If there is more than one such Payment, Executive may then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s Executive's sole discretion, which and how much of the such Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments such Payments, as so eliminated or reduced, equals the Reduced Amount) and shall advise the Company in writing of the Employee’s Executive's election within 0within 10 business days of receipt of notice. If no such election is made by the Employee Executive within such 10-day period, then the Company may elect decide which and how much of the such Payments shall be eliminated or reduced (as long as after such election decision the aggregate present value of the Payments such Payments, as so eliminated or reduced, equals the Reduced Amount) and shall notify the Employee Executive promptly of such electiondecision. For purposes of this Section 34, a present value shall be determined in accordance with Section section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 4 shall be binding upon the Company and the Employee Executive and shall be made within 10 business 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee Executive such amounts as are then due to the Employee Executive under this Agreement and shall promptly pay or transfer to or for the benefit of the Employee Executive in the future such amounts as become due to the EmployeeExecutive under this Agreement.

Reduction of Payments. Any reduction under Subsection (b) above shall be applied first to Payments that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such Payment, then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee Executive may elect, in the EmployeeExecutive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the EmployeeExecutive’s election within 10 business days of receipt of notice. If no such election is made by the Employee Executive within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee Executive promptly of such election. For purposes of this Section 35, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 5 shall be binding upon the Company and the Employee Executive and shall be made within 10 business days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee Executive such amounts as are then due to the Employee Executive and shall promptly pay or transfer to or for the benefit of the Employee Executive in the future such amounts as become due to the EmployeeExecutive.

Reduction of Payments. Any reduction under Subsection Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (bas defined in Code Section 280G(c)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates (collectively, “Total Payments”), would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for in this Agreement shall either (i) above be paid in full, or (ii) be reduced (but not below zero) so that the present value of such Total Payments will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by Executive shall be applied first subject to Payments that constitute “deferred compensation” (within the meaning of excise tax imposed by Code Section 409A 4999, whichever results in the receipt by Executive on an after-tax basis of the greatest amount of Total Payments (taking into account the applicable federal, state and local income taxes, the excise tax imposed by Code Section 4999 and the regulations thereunderall other taxes (including any interest and penalties) payable by Executive). If there is more than one such PaymentAll determinations required to made under this Section 6(f), then such reduction including whether reductions are necessary, shall be applied on a pro rata basis to all such Payments. Subject to made in good faith by the foregoing rulesCompany, the Employee may elector, in the Employee’s sole discretion, which and how much discretion of the Payments shall be eliminated Company, by an accounting or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise financial consulting firm selected in good faith by the Company in writing of for such purposes (the Employee’s election within 10 business days of receipt of notice“Auditor”). If no such election is made by the Employee within such 10-day period, then the Company may elect which and how much of the Payments The Auditor shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 3, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 shall be binding upon provide detailed supporting calculations both to the Company and to Executive. All fees and expenses of the Employee Auditor shall be borne solely by the Company. The reduction of payments and benefits hereunder, if applicable under clause (ii) above, shall be made within 10 business days of by reducing, first, payments or benefits to be paid in cash hereunder in the date order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when a Payment becomes payable or transferable. As promptly as practicable following such determination aggregated with other payments and the elections hereunder, benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall pay or transfer to or for the benefit of the Employee immediately repay such amounts as are then due excess to the Employee and Company upon notification that an overpayment has been made. Nothing in this Section 6(f) shall promptly pay require the Company to be responsible for, or transfer to have any liability or for the benefit of the Employee in the future such amounts as become due to the Employee.obligation with respect to, Executive’s excise tax liabilities under Code Section 4999. (g)

Reduction of Payments. Any reduction under Subsection (b) above shall If the Auditors determine that any Payment would be applied first to Payments that constitute “deferred compensation” (within nondeductible by the meaning Company because of Section 409A 280G of the Code Code, then the Company shall promptly give the Participant notice to that effect and a copy of the regulations thereunder)detailed calculation thereof and of the Reduced Amount. If there is more than one such Payment, then such reduction shall be applied on a pro rata basis none of the payments are subject to all such Payments. Subject to the foregoing rulesSection 409A, the Employee Participant may then elect, in the Employee’s his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s his or her election within 10 business days of receipt of notice. If no such election is made by the Employee Participant within such 10-day period, then or if any Payment is subject to Section 409A, the Company may elect reduction will occur in the following order: (i) cancellation of acceleration of vesting of any equity Awards for which and how much the exercise price (if any) exceeds the then-Fair Market Value of the Payments shall underlying equity; (ii) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be eliminated or made (that is, later payments will be reduced before earlier payments )); and (as long as after iii) cancellation of acceleration of vesting of equity Awards not covered under (i) above; provided, however, that in the event that acceleration of vesting of equity Awards is to be canceled, such election acceleration of vesting will be canceled in the aggregate present value reverse order of the Payments equals the Reduced Amount) and shall notify the Employee promptly date of grant of such electionequity Awards (that is, later equity Awards will be canceled before earlier equity awards). If two or more equity Awards are granted on the same date, each Award will be reduced on a pro-rata basis. For purposes of this Section 3Article 16, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 Article 16 shall be binding upon the Company and the Employee Participant and shall be made within 10 business 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee Participant such amounts as are then due to him or her under the Employee Plan and shall promptly pay or transfer to or for the benefit of the Employee Participant in the future such amounts as become due to him or her under the EmployeePlan.

Reduction of Payments. Any reduction under Subsection (b) above shall If the Auditors determine that any Payment would be applied first to Payments that constitute “deferred compensation” (within the meaning nondeductible by Huntington because of Section 409A 280G of the Code Code, Huntington shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the regulations thereunder). If there is more than one such Payment, Executive may then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount) and shall advise the Company Huntington in writing of the Employee’s his election within 10 business ten days of his receipt of notice. If no such election is made by the Employee Executive within such 10ten-day period, then the Company Huntington may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount) and shall notify the Employee Executive promptly of such election. For purposes of this Section 34, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm Auditors under this Section 3 4 shall be binding upon the Company Huntington and the Employee Executive and shall be made within 10 business 60 days of the date when a Payment becomes payable or transferableExecutive's termination of employment. As promptly as practicable following such determination and the elections hereunder, the Company Huntington shall pay to or transfer distribute to or for the benefit of the Employee Executive such amounts as are then due to the Employee him under this Agreement and shall promptly pay or transfer to or distribute for the benefit of the Employee Executive in the future such amounts as become due to the Employeehim under this Agreement.