Common use of Certain Additional Payments by Employer Clause in Contracts

Certain Additional Payments by Employer. 6.1 The provisions of this Article 6 shall apply notwithstanding anything in this Agreement to the contrary. Subject to Section 6.2 below, in the event that it shall be determined that any payment or distribution by Employer to, or for the benefit of, the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, Employer shall pay the Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by the Employee after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. 6.2 Notwithstanding Section 6.1, and notwithstanding any other provisions of this Agreement to the contrary, if the net after-tax benefit to the Employee of receiving the Gross-Up Payment does not exceed the Safe Harbor Amount (as defined below) by more than 10% (as compared to the net-after tax benefit to the Employee resulting from elimination of the Gross-Up Payment and reduction of the Payments to the Safe Harbor Amount), then (i) Employer shall not pay the Employee the Gross-Up Payment, and (ii) the provisions of Section 6.3 below shall apply. The term "Safe Harbor Amount" means the maximum dollar amount of parachute payments that may be paid to the Employee under Section 280G of the Code without imposition of an excise tax under Section 4999 of the Code.

Certain Additional Payments by Employer. 6.1 The provisions of this Article 6 shall apply notwithstanding anything in this Agreement to the contrary. Subject to Section 6.2 below, in the event that it shall be determined that any payment or distribution by Employer to, or for the benefit of, the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), Employer shall pay the Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by the Employee after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. 6.2 Notwithstanding Section 6.1, and notwithstanding any other provisions of this Agreement to the contrary, if the net after-tax benefit to the Employee of receiving the Gross-Up Payment does not exceed the Safe Harbor Amount (as defined below) by more than 10% (as compared to the net-after tax benefit to the Employee resulting from elimination of the Gross-Up Payment and reduction of the Payments to the Safe Harbor Amount), then (i) Employer shall not pay the Employee the Gross-Up Payment, and (ii) the provisions of Section 6.3 below shall apply. The term "Safe Harbor Amount" means the maximum dollar amount of parachute payments that may be paid to the Employee under Section 280G of the Code without imposition of an excise tax under Section 4999 of the Code.

Certain Additional Payments by Employer. 6.1 The provisions of this Article 6 shall apply notwithstanding anything in this Agreement to the contrary. Subject to Section 6.2 below, in the event that it shall be determined that any payment or distribution by Employer to, or for the benefit of, the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, Employer shall pay the Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by the Employee after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. 6.2 Notwithstanding Section 6.1, and notwithstanding any other provisions of this Agreement to the contrary, if the net after-tax benefit to the Employee of receiving the Gross-Up Payment does not exceed the Safe Harbor Amount (as defined below) by more than 10% (as compared to the net-after tax benefit to the Employee resulting from elimination of the Gross-Up Payment and reduction of the Payments to the Safe Harbor Amount), then (i) Employer shall not pay the Employee the Gross-Up Payment, and (ii) the provisions of Section 6.3 below shall apply. The term "Safe Harbor Amount" means the maximum dollar amount of parachute payments that may be paid to the Employee under Section 280G of the Code without imposition of an excise tax under Section 4999 of the Code.Up