Common use of Adjustment in Certain Events Clause in Contracts

Adjustment in Certain Events. Notwithstanding the provisions of paragraphs 6(b) and 6(c) hereof, if the exercise of the Option, either alone or together with other payments in the nature of compensation to the Employee which are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company or otherwise, would result in any portion thereof being subject to an excise tax imposed under Section 4999 of the Code or would not be deductible in whole or in part by the Company, an affiliate of the Company (as defined in Section 1504 of the Code), or other person making such payment as a result of Section 280G of the Code, the Option and/or such other benefits and payments shall be reduced (but not below zero) to the largest aggregate amount as will result in no portion thereof being subject to an excise tax or being not deductible. For purposes hereof: (i) No portion of payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of issuance of stock or distribution of a payment hereunder shall be taken into account; (ii) No portion of the Option, benefits and other payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Employee, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code; (iii) The Option, benefits and other payments shall be reduced only to the extent necessary so that the total of such payments (other than those referred to in clause (i) or (ii)) in their entirety constitute reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to in clause (ii); and (iv) The value of any non-cash benefit or any deferred payment or benefit included in such payment shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Any portion of the Option not exercised or paid as a result of this paragraph 6(d), or reduced to zero as a result of the limitations imposed hereby, shall remain outstanding in full force and effect in accordance with the other terms and provisions of this Agreement.