Common use of Certain Additional Payments by Company Clause in Contracts

Certain Additional Payments by Company. The parties intend that the severance payments and other compensation provided for herein are reasonable compensation for Executive’s services to Company and shall not constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code. In the event that the severance benefits or any other benefits or payments to which Executive is entitled pursuant to this Agreement or otherwise (collectively, the “Total Benefits”), will be subject to the excise tax imposed pursuant to Section 4999 of the Code (“Excise Tax”), Company shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon the payment provided for by this Section, will be equal to the Total Benefits. For purposes of this Section, Executive will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is (or would be) payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Executive). In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive’s employment, Executive shall repay to Company, at the time the amount of such reduction in Excise Tax is fully determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment to Executive in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. The parties’ obligations under this Section shall survive termination of this Agreement.

Certain Additional Payments by Company. The parties intend that the -------------------------------------- severance payments and other compensation provided for herein are reasonable compensation for Executive’s 's services to Company and shall not constitute “"excess parachute payments” " within the meaning of Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended ("Code"). In the event that the ---- severance benefits or any other benefits or payments to which Executive is entitled pursuant to this Agreement or otherwise (collectively, the “"Total ----- Benefits”"), will be subject to the excise tax imposed pursuant to Section 4999 -------- of the Internal Revenue Code (“"Excise Tax”"), Company shall pay to Executive an ---------- additional amount (the “"Gross-Up Payment”") such that the net amount retained by ---------------- Executive, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon the payment provided for by this Section, will be equal to the Total Benefits. For purposes of this Section, Executive will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is (or would be) payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s 's residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Executive). In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive’s 's employment, Executive shall repay to Company, at the time the amount of such reduction in Excise Tax is fully determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive’s 's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment to Executive in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. The parties’ ' obligations under this Section shall survive termination of this Agreement.

Certain Additional Payments by Company. The parties intend that 3.5(a) Anything in this Agreement to the severance payments and other compensation provided for herein are reasonable compensation for Executive’s services to Company and shall not constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code. In contrary notwithstanding, in the event it shall be determined that any payment or distribution by the severance benefits Company or any other benefits successor or payments affiliate to which or for the benefit of Executive is entitled (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, determined with regard to accelerated vesting of stock options and other forms of compensation on account of a change of control as defined in the Code or as the result of any provision in this Agreement, but determined without regard to any additional payments required under this section) (collectively, the “Total Benefits”), will a "Payment") would be subject to the excise tax imposed pursuant to by Section 4999 of the Internal Revenue Code of 1986, as amended (“the "Code") or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax”"), Company then Executive shall pay be entitled to Executive receive an additional amount payment (the “a "Gross-Up Payment”") in an amount such that the net amount retained after payment by ExecutiveExecutive of all taxes (including any interest or penalties imposed with respect to such taxes), after deduction of including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes imposed upon the payment provided for by this SectionGross-Up Payment, will be Executive retains an amount of the Gross-Up Payment equal to the Total BenefitsExcise Tax imposed upon the Payments. For purposes of this Sectiondetermining the amount of the Gross-Up Payment, Executive will 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 Excise Tax Gross-Up Payment is (or would be) payable to be made, and state and local income taxes at the highest marginal rate of taxation in either the state and locality of Executive’s the Employee's place of employment at the time of the Change in Control or in the state and locality of residence on at the Date time or times of Terminationpayment, as applicable, net of the maximum reduction in federal income taxes that could be obtained from the deduction of such the state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Executive). In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive’s employment, Executive shall repay to Company, at the time the amount of such reduction in Excise Tax is fully determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment to Executive in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. The parties’ obligations under this Section shall survive termination of this Agreementtaxes.

Certain Additional Payments by Company. The parties intend that the -------------------------------------- severance payments and other compensation provided for herein are reasonable compensation for Executive’s 's services to Company and shall not constitute “"excess parachute payments” " within the meaning of Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended ("Code"). In the event that the ---- severance benefits or any other benefits or payments to which Executive is entitled pursuant to this Agreement or otherwise (collectively, the “"Total ----- Benefits”"), will be subject to the excise tax imposed pursuant to Section 4999 -------- of the Code (“"Excise Tax”"), Company shall pay to Executive an additional amount ---------- (the “"Gross-Up Payment”") such that the net amount retained by Executive, after ---------------- deduction of any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon the payment provided for by this Section, will be equal to the Total Benefits. For purposes of this Section, Executive will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is (or would be) payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s 's residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Executive). In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive’s 's employment, Executive shall repay to Company, at the time the amount of such reduction in Excise Tax is fully determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive’s 's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment to Executive in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. The parties’ ' obligations under this Section shall survive termination of this Agreement.

Certain Additional Payments by Company. The parties intend that 8.1 Anything in this Agreement to the severance payments and other compensation provided for herein are reasonable compensation for Executive’s services to Company and shall not constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code. In contrary notwithstanding, in the event it shall be determined that any payment, distribution or other action by Company to or for the severance benefits benefit of Executive, whether paid or any other benefits payable or payments to which Executive is entitled distributed or distributable pursuant to the terms of this Agreement or otherwise (collectivelyincluding, the “Total Benefits”)without limitation, will any additional payments required under this Section 8), (a "Payment") would be subject to the an excise tax imposed pursuant to by Section 4999 of the Internal Revenue Code of 1986, as amended (“the "Code"), or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax”"), Company shall pay make a payment to Executive an additional amount (the “a "Gross-Up Payment”") in an amount such that the net amount retained after payment by Executive, after deduction Executive of all taxes (including any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes ) imposed upon the payment provided for by this SectionGross-Up Payment, will be Executive receives (or Company pays to the Internal Revenue Service on Executive's behalf) an amount of the Gross-Up Payment equal to the Total BenefitsExcise Tax imposed upon the Payments, and Executive receives an amount equal to the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executive's adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of this Sectiondetermining the amount of the Gross-Up Payment, Executive will shall be deemed to (i) pay federal income taxes at the highest marginal rate rates of federal income taxation in for the calendar year in which the Excise Tax Gross-Up Payment is to be made, and (or would beii) payable and pay applicable state and local income taxes in the jurisdictions in which Executive is subject to such taxes at the highest marginal rate of taxation for the calendar year in the state and locality of Executive’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Executive). In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive’s employment, Executive shall repay to Company, at the time the amount of such reduction in Excise Tax is fully determined, the portion of which the Gross-Up Payment attributable is to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment being repaid by Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Executive’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment to Executive in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. The parties’ obligations under this Section shall survive termination of this Agreementmade.