Common use of Certain Additional Payments by Employer Clause in Contracts

Certain Additional Payments by Employer. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 5) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Employer shall pay to Employee an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Employee'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 determining the amount of the Gross-Up Payment, the Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes and (iii) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because of the inclusion of the Gross-Up Payment in the Employee's adjusted gross income.

Certain Additional Payments by Employer. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in In the event it shall be determined that any payment, award, benefit or distribution (Employee becomes entitled to severance benefits or any acceleration of any paymentother benefits or payments in connection with this Agreement, award, benefit or distribution) by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (collectively, but determined without regard to the “Total Benefits”) and (ii) any additional payments required under this Section 5) (a "Payment") would of the Total Benefits will be subject to the excise tax imposed by imposes pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), which tax may be imposed if the payments made to Employee are deemed to be “excess parachute payments” within the meaning of Section 280G of the Code, then Employer shall pay to Employee employee an additional payment amount (a "the “Gross-Up Payment"”) in an amount such that the net amount retained by Employee, after payment by Employee deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (Excise Tax on the Total Benefits and any interest federal, state and penalties imposed with respect thereto) local income taxes, Excise Tax, and Excise Tax imposed FICA and Medicare withholding taxes upon the Gross-Up Paymentpayment provided for by this Section, Employee retains an amount of the Gross-Up Payment will be equal to the sum Total Benefits so that Employee shall be, after payment of (x) all taxes, in the Excise Tax same financial position as if no taxes under Section 4999 had been imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Employee'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 madehim. For purposes of determining the amount of the Gross-Up Paymentthis Section, the Executive shall Employee will be deemed to (i) pay federal income taxes at the highest marginal rates rate of federal income taxation for in the calendar year in which the Gross-Up Payment Excise tax is to be made, (iior would be) pay applicable payable and state and local income taxes at the highest marginal rate of taxation for in the calendar year in which state and locality of Employee’s residence on the Gross-Up Payment is to be madeDate of Termination, net of the maximum reduction in federal income taxes which that could be obtained from the deduction of such state and local taxes and (iii) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because calculated by assuming that any reduction under Section 68 of the inclusion of the Gross-Up Payment Internal revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee's adjusted gross income).

Certain Additional Payments by Employer. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in In the event it shall be determined that any payment, award, benefit or distribution (Employee becomes entitled to severance benefits or any acceleration of any paymentother benefits or payments in connection with this Agreement, award, benefit or distribution) by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (collectively, but determined without regard to any additional payments required under this Section 5) (a the "PaymentTotal Benefits") would and (ii) any of the Total Benefits will be subject to the excise tax imposed by pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), which tax may be imposed if the payments made to Employee are deemed to be "excess parachute payments" within the meaning of Section 280G of the Code, then Employer shall pay to Employee an additional payment amount (a the "Gross-Up Payment") in an amount such that the net amount retained by Employee, after payment by Employee deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (Excise Tax on the Total Benefits and any interest federal, state and penalties imposed with respect thereto) local income taxes, Excise Tax, and Excise Tax imposed FICA and Medicare withholding taxes upon the Gross-Up Paymentpayment provided for by this Section, Employee retains an amount of the Gross-Up Payment will be equal to the sum Total Benefits so that Employee shall be, after payment of (x) all taxes, in the Excise Tax same financial position as if no taxes under Section 4999 had been imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Employee'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 madehim. For purposes of determining the amount of the Gross-Up Paymentthis Section, the Executive shall Employee will be deemed to (i) pay federal income taxes at the highest marginal rates rate of federal income taxation for in the calendar year in which the Gross-Up Payment Excise Tax is to be made, (iior would be) pay applicable payable and state and local income taxes at the highest marginal rate of taxation for in the calendar year in which state and locality of Employee's residence on the Gross-Up Payment is to be madeDate of Termination, net of the maximum reduction in federal income taxes which that could be obtained from deduction of such state and local taxes and (iii) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because calculated by assuming that any reduction under Section 68 of the inclusion of the Gross-Up Payment Internal Revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee's adjusted gross income).

Certain Additional Payments by Employer. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in In the event it shall be determined that any payment, award, benefit or distribution (Employee becomes entitled to severance benefits or any acceleration of any paymentother benefits or payments in connection with this Agreement, award, benefit or distribution) by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (collectively, but determined without regard to the “Total Benefits”) and (ii) any additional payments required under this Section 5) (a "Payment") would of the Total Benefits will be subject to the excise tax imposed by pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"’), which tax may be imposed if the payments made to Employee are deemed to be “excess parachute payments” within the meaning of Section 280G of the Code, then Employer shall pay to Employee an additional payment amount (a "the “Gross-Up Payment"”) in an amount such that the net amount retained by Employee, after payment by Employee deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (Excise Tax on the Total Benefits and any interest federal, state and penalties imposed with respect thereto) local income taxes, Excise Tax, and Excise Tax imposed FICA and Medicare withholding taxes upon the Gross-Up Paymentpayment provided for by this Section, Employee retains an amount of the Gross-Up Payment will be equal to the sum Total Benefits so that Employee shall be, after payment of (x) all taxes, in the Excise Tax same financial position as if no taxes under Section 4999 had been imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Employee'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 madehim. For purposes of determining the amount of the Gross-Up Paymentthis Section, the Executive shall Employee will be deemed to (i) pay federal income taxes at the highest marginal rates rate of federal income taxation for in the calendar year in which the Gross-Up Payment Excise Tax is to be made, (iior would be) pay applicable payable and state and local income taxes at the highest marginal rate of taxation for in the calendar year in which state and locality of Employee’s residence on the Gross-Up Payment is to be madeDate of Termination, net of the maximum reduction in federal income taxes which that could be obtained from deduction of such state and local taxes and (iii) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because calculated by assuming that any reduction under Section 68 of the inclusion of the Gross-Up Payment Internal Revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee's adjusted gross income).

Certain Additional Payments by Employer. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in In the event it shall be determined that any payment, award, benefit or distribution (Employee becomes entitled to severance benefits or any acceleration of any paymentother benefits or payments in connection with this Agreement, award, benefit or distribution) by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (collectively, but determined without regard to the “Total Benefits”) and (ii) any additional payments required under this Section 5) (a "Payment") would of the Total Benefits will be subject to the excise tax imposed by pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), which tax may be imposed if the payments made to Employee are deemed to be “excess parachute payments” within the meaning of Section 280G of the Code, then Employer shall pay to Employee an additional payment amount (a "the “Gross-Up Payment"”) in an amount such that the net amount retained by Employee, after payment by Employee deduction of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (Excise Tax on the Total Benefits and any interest federal, state and penalties imposed with respect thereto) local income taxes, Excise Tax, and Excise Tax imposed FICA and Medicare withholding taxes upon the Gross-Up Paymentpayment provided for by this Section, Employee retains an amount of the Gross-Up Payment will be equal to the sum Total Benefits so that Employee shall be, after payment of (x) all taxes, in the Excise Tax same financial position as if no taxes under Section 4999 had been imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Employee'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 madehim. For purposes of determining the amount of the Gross-Up Paymentthis Section, the Executive shall Employee will be deemed to (i) pay federal income taxes at the highest marginal rates rate of federal income taxation for in the calendar year in which the Gross-Up Payment Excise Tax is to be made, (iior would be) pay applicable payable and state and local income taxes at the highest marginal rate of taxation for in the calendar year in which state and locality of Employee’s residence on the Gross-Up Payment is to be madeDate of Termination, net of the maximum reduction in federal income taxes which that could be obtained from deduction of such state and local taxes and (iii) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because calculated by assuming that any reduction under Section 68 of the inclusion of the Gross-Up Payment Internal Revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee's adjusted gross income).