Common use of Internal Revenue Code Section 280G Clause in Contracts

Internal Revenue Code Section 280G. Notwithstanding anything to the contrary in this Agreement, if any payment under section 1 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Seller and its affiliated companies or their successors, would be subject to the excise tax imposed by section 4999 of the Code, payments under section 1 of this Agreement shall be reduced by the amount, if any, which is the minimum necessary to result in no portion of such payments being subject to the excise tax imposed under Section 4999 of the Code. All calculations required to be made in order to determine whether payments would be subject to the excise tax imposed under section 4999 of the Code, including the assumptions to be utilized in arriving at such determination, shall be made by Xxxxx Xxxxxxx, LLP or such other firm of independent public accountant as the Seller may designate with the consent of the Executive (which consent may be given or withheld in the Executive’s sole and absolute discretion) (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Buyer and the Executive within 15 business days of the receipt of demand from the Executive, or such earlier time as is requested by the Buyer. All fees and expenses of the Accounting Firm shall be borne solely by the Seller and/or the Buyer. Any determination by the Accounting Firm shall be binding upon the Buyer and the Executive and all other interested parties.