Amount of Indemnification Payment. The Indemnification Payment shall be the amount which, after deduction of all income taxes and additional federal, state and local taxes (including, without limitation, any additional Excise Tax) required to be paid by the Executive in respect of receipt of the Indemnification Payment (assuming, for this purpose, that the Executive is subject to the highest marginal rate of federal income taxation in effect during the calendar year in which the Indemnification Payment is to be made and that state and local income taxes are due for such year at the highest marginal rates of taxation in effect in the state and locality of the Executive's residence on the date of payment, and applying the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, but assuming that the Executive has no other deductions or credits available to reduce such taxes), shall be equal to the sum of (i) the Excise Tax resulting in the Loss and (ii) the net amount of any interest, penalties or additions to tax payable to any taxing authority (after allowing for the deduction of such amounts, to the extent properly deductible, for federal, state or local income tax purposes) as a result of the Loss. The amount determined above shall be adjusted to take into account on a grossed-up basis any expenses described in Section 6.3(a) and any additional taxes incurred by reason of the inclusion in income of, or imputation of, interest on any advance pursuant to Section 6.3(b).
