Common use of Limitation on Change of Control Compensation Clause in Contracts

Limitation on Change of Control Compensation. Notwithstanding Section 3.5 hereof, if any portion of the Change of Control Compensation provided for in this Agreement would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code), the payments and benefits due to the Employee shall be reduced, in such order of priority and amount as the Employee shall elect, to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. Notwithstanding anything in the foregoing to the contrary, any dispute or controversy regarding whether any payments under this Agreement must be reduced pursuant to this Section 3.6 shall be settled by an independent accounting firm acceptable to each of the parties hereto, or, if no such firm is acceptable to each party, each of the Employee and the Company shall select an accounting firm acceptable to it, and such accounting firms shall together designate an independent accounting firm to settle such dispute or controversy, and such settlement shall be binding upon both parties. The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

Limitation on Change of Control Compensation. Notwithstanding Section 3.5 hereof, if any portion of the Change of Control Compensation provided for in this Agreement Agreement, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code), the payments and benefits due to the Employee shall be reduced, in such order of priority and amount as the Employee shall elect, to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. Notwithstanding anything in the foregoing to the contrary, any dispute or controversy regarding whether any payments under this Agreement must be reduced pursuant to this Section 3.6 shall be settled by an independent accounting firm acceptable to each of the parties hereto, or, if no such firm is acceptable to each party, each of the Employee and the Company shall select an accounting firm acceptable to it, and such accounting firms shall together designate an independent accounting firm to settle such dispute or controversy, and such settlement shall be binding upon both parties. The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.