Common use of Benefit Reduction Clause in Contracts

Benefit Reduction. If it is determined (in the reasonable opinion of independent public accountants then regularly retained by the Company), that any amount payable to Employee under this Agreement or any other plan, program or agreement under which Employee participates or is a party would constitute an “Excess Parachute Payment” within the meaning of Section 280G of the Code (or any similar provision), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), then the amount of benefits payable to the Employee under any provision of this Agreement will be reduced to the extent necessary so that no portion of the amounts payable to the Employee is subject to the Excise Tax. Employee will be responsible for any and all Excise Taxes (or similar taxes imposed upon such payments). The determination of the amount of reduction, if any, in the amounts payable to the Employee will be made in good faith by the Company’s independent public accountants, and a written statement setting forth the calculation thereof will be provided to the Employee.