Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code), of which the Company is a member, constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), such payments, benefits or awards will be reduced by the minimum amount the Company deems necessary so that none of the payments or benefits under the Agreement are excess parachute payments.  The calculations to determine such reduction must be made in good faith by legal counsel or a certified public accountant selected by the Company, and such determination will be conclusive and binding upon you and the Company.