Common use of Certain Additional Payments by Employer Clause in Contracts

Certain Additional Payments by Employer. In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Total Benefits”) and (ii) any of the Total Benefits will be subject to the excise tax imposes pursuant to Section 4999 of the Internal Revenue Code (“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 amount (the “Gross-Up Payment”) such that the net amount retained by Employee, 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 so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee 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 Employee’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from the 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 Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee).

Certain Additional Payments by Employer. In (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that Employee becomes entitled to severance benefits any payment, award, benefit or distribution (or any other benefits acceleration of any payment, award, benefit or payments in connection with this Agreement, 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 otherwise, but determined without regard to any additional payments required under this Section 5) (collectively, the “Total Benefits”a "Payment") and (ii) any of the Total Benefits will would be subject to the excise tax imposes pursuant to 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”"), 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 amount payment (the “a "Gross-Up Payment”") in an amount such that the net amount retained after payment by EmployeeEmployee 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 Employee retains an amount of the Gross-Up Payment equal to the Total Benefits so that Employee shall be, after payment sum of all taxes, in (x) the same financial position as if no taxes under Section 4999 had been Excise Tax imposed upon himthe 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 this Sectiondetermining the amount of the Gross-Up Payment, Employee will the Executive 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, (or would beii) payable and pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the state and locality of Employee’s residence on the Date of TerminationGross-Up Payment is to be made, net of the maximum reduction in federal income taxes that which could be obtained from the deduction of such state and local taxes and (calculated by assuming that any reduction under Section 68 iii) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because of the Internal revenue Code inclusion of the Gross-Up Payment 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. In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “"Total Benefits”") and (ii) any of the Total Benefits will be subject to the excise tax imposes imposed pursuant to Section 4999 of the Internal Revenue Code (“"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 amount (the “"Gross-Up Payment”") such that the net amount retained by Employee, 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 so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee 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 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 Employee’s 's residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from the deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal revenue 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).

Certain Additional Payments by Employer. In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Total Benefits”) and (ii) any of the Total Benefits will be subject to the excise tax imposes imposed pursuant to Section 4999 of the Internal Revenue Code (“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 amount (the “Gross-Up Payment”) such that the net amount retained by Employee, 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 so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee 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 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 Employee’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from the deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal revenue 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).

Certain Additional Payments by Employer. In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Total Benefits”) and (ii) any of the Total Benefits will be subject to the excise tax imposes imposed pursuant to Section 4999 of the Internal Revenue Code (“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 amount (the “Gross-Up Payment”) such that the net amount retained by Employee, 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 so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee 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 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 Employee’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from the deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal revenue 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).