Common use of 409A Excise Tax Clause in Contracts

409A Excise Tax. Subject to Executive’s compliance with Section 8(g) above, if any portion of the Executive’s compensation less regular federal, state and local income and employment taxes (“Compensation”) becomes subject to the excise tax or interest penalties under Section 409A(a)(1)(B) of the Code (“409A Excise Tax”), Executive shall be entitled to an additional amount (the “409A Gross Up Payment”) such that the net amount retained by the Executive, after deduction of any 409A Excise Tax on the Compensation and any federal, state and local income and employment taxes and the 409A Excise Tax upon the 409A Gross-Up Payment, and after taking into account the phase out of itemized deductions and personal exemptions attributable to the 409A Gross-Up Payment, shall be equal to the Compensation. This subsection (h) shall be of no effect if the Company provides Executive with a minimum of thirty (30) days advance notice of a potential Section 409A of the Code violation and proposes a reasonable correction to Executive at such time, and Executive refuses to respond or exercise good faith in agreeing to required changes. Notwithstanding the foregoing, nothing in this subsection (h) shall require Executive to reduce his compensation.