Common use of Determination Process Clause in Contracts

Determination Process. The determination of whether it is necessary to decrease the Total Payments pursuant to Section 5(b) hereof must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company. This determination, together with supporting calculations and documentation, will be provided to the Company and you within forty-five (45) days after your final day of employment, and will be conclusive and binding upon you and the Company, absent manifest error. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, we shall appoint another nationally recognized accounting firm to make the determination required under this agreement (in which case, that accounting firm will be referred to as the “Accounting Firm” under this agreement). We shall bear all fees of the Accounting Firm. If a reduction in the Total Payments is necessary, reduction shall occur in the following order: (A) by first reducing or eliminating the portion of the Total Payments which are not payable in cash and are not attributable to equity awards (other than that portion of the Total Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (C) hereof), (C) then by reducing or eliminating the portion of the Payments which are not payable in cash and are attributable to equity awards, and (D) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.

Determination Process. The determination of whether it is necessary to decrease the Total Payments pursuant to Section 5(b) hereof must shall be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company. This determination, together with supporting calculations and documentation, will be provided to the Company and you within forty-five (45) days after your final day date of employment, employment and will be conclusive and binding upon you and the Company, absent manifest error. In Notwithstanding the event that foregoing, the determinations of the Accounting Firm is serving as accountant or auditor for shall be based upon methodologies and assumptions agreed between the individual, entity, or group effecting Company and the Accounting Firm prior to the Change in ControlControl and shall not be modified thereafter, we shall appoint another nationally recognized accounting firm to make the determination required under this agreement (absent a change in which case, that accounting firm will be referred to as the “Accounting Firm” under this agreement)law or manifest error. We shall bear all fees of the Accounting Firm. If a reduction in the Total Payments is necessary, reduction shall occur in the following order: (Ai) first, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and are not attributable to equity awards (other than that portion of the Total Payments subject to clause (Ciii) hereof), (Bii) then second, by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (Ciii) hereof), (Ciii) then third, by reducing or eliminating the portion of the Payments which are not payable in cash and are attributable to equity awards, awards and (Div) then fourth, by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse chronological order (i.e., beginning with payments or benefits which are to be paid furthest in the farthest in timefuture).

Determination Process. The determination of whether it is necessary to decrease the Total Payments pursuant to Section 5(b3.l.(ii) hereof must shall be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company. This determination, together with supporting calculations and documentation, will be provided to the Company and you Employee within forty-five (45) days after your Employee’s final day date of employment, employment and will be conclusive and binding upon you Employee and the Company, absent manifest error. In Notwithstanding the event that foregoing, the determinations of the Accounting Firm is serving as accountant or auditor for shall be based upon methodologies and assumptions agreed between the individual, entity, or group effecting Company and the Accounting Firm prior to the Change in ControlControl and shall not be modified thereafter, we shall appoint another nationally recognized accounting firm to make the determination required under this agreement (absent a change in which case, that accounting firm will be referred to as the “Accounting Firm” under this agreement)law or manifest error. We The Company shall bear all fees of the Accounting Firm. If a reduction in the Total Payments is necessary, reduction shall occur in the following order: (Ai) first, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and are not attributable to equity awards (other than that portion of the Total Payments subject to clause (Ciii) hereof), (Bii) then second, by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (Ciii) hereof), (Ciii) then third, by reducing or eliminating the portion of the Payments which are not payable in cash and are attributable to equity awards, awards and (Div) then fourth, by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse chronological order (i.e., beginning with payments or benefits which are to be paid furthest in the farthest in timefuture).