Common use of Tax Computation Clause in Contracts

Tax Computation. For purposes of determining whether any of the Special Termination Payment will be subject to the Excise Tax and the amounts of such Excise Tax: (i) Any payments or benefits received or to be received by the Employee as a result of a Change in Control of ASC shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, except to the extent that, in the opinion of ASC's tax counsel, such payments or benefits do not constitute parachute payments, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the excise tax, except to the extent that, in the opinion of ASC's tax counsel, such excess parachute payments are not subject to the Excise Tax; (ii) The value of any noncash benefits or any deferred payment or benefit shall be determined by ASC's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code; and (iii) For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee's residence on the date of termination, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes.