Common use of Certain Additional Payments by the Corporation Clause in Contracts

Certain Additional Payments by the Corporation. (a) In the event it shall be determined that the severance benefits payable to Executive under this Agreement or any other payments or benefits received or to be received by the Executive (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement) (the “Payments”) 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 the Executive 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 the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be in an amount such that after payment by the Executive 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 on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Certain Additional Payments by the Corporation. (a) a. In the event it shall be determined that the severance benefits payable to Executive under this Agreement or any other payments or benefits received or to be received by the Executive (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement) (the “"Payments”") 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 the Executive 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 the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”"). The Gross-Up Payment shall be in an amount such that after payment by the Executive 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 on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Certain Additional Payments by the Corporation. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the severance benefits payable Corporation to Executive under this Agreement or any other payments or benefits received or to be received by for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Section 9) (the “Payments”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 successor provision) or any interest or penalties are incurred by the Executive 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 the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that after payment by the Executive of all taxes with respect to the Gross-Up Payment (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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Certain Additional Payments by the Corporation. (a) a. In the event it shall be determined that the severance benefits payable to Executive under this Agreement or any other payments or benefits received or to be received by the Executive (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement) (the “Payments”) 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 the Executive 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 the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be in an amount such that after payment by the Executive 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 on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Certain Additional Payments by the Corporation. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the severance benefits payable Corporation to Executive under this Agreement or any other payments or benefits received or to be received by for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Section 10) (the “Payments”a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended amended, (the “"Code”") or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that that, after payment by the Executive 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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment.

Certain Additional Payments by the Corporation. (a) In Anything in this ---------------------------------------------- Agreement to the contrary notwithstanding, in the event it shall be determined that the severance benefits payable to Executive under this Agreement any payment or any other payments or benefits received or to be received distribution by the Executive Corporation to or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Section 10) (the “Payments”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 the Executive you 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 the Executive you shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that after payment by the Executive you of all federal, state and local 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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments, including the Gross-up Payment.

Certain Additional Payments by the Corporation. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the severance benefits any payment or distribution by Employee or for Employee's benefit whether paid or payable to Executive under this Agreement or any other payments distributed or benefits received or to be received by the Executive (whether payable distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Section 5) (the “Payments”a "Payment") would be subject to the excise tax imposed by Section 4999 499 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by the Executive 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 the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that after payment by the Executive 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 or penalties imposed with respect thereto) and excise tax Excise Tax imposed on upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Certain Additional Payments by the Corporation. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the severance benefits payable to Executive under this Agreement any payment or any other payments or benefits received or to be received distribution by the Executive Corporation to or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Section 11) (the “Payments”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 the Executive you 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 the Executive you shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that after payment by the Executive you of all federal, state and local 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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains you retain an amount of the Gross-Gross- Up Payment equal to the Excise Tax imposed upon the Payments, including the Gross-up Payment.

Certain Additional Payments by the Corporation. (a) In 8.1 Notwithstanding anything in this Agreement to the contrary, and except as set forth below, in the event it shall be determined that any payment or distribution by the severance benefits payable Corporation to Executive under this Agreement or any other payments or benefits received or to be received by for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangement) additional payments required under this Article 8) (the a “PaymentsPayment”) 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 the Executive 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 the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be ) in an amount such that after payment by the Executive 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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment.

Certain Additional Payments by the Corporation. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the severance benefits payable Corporation to Executive under this Agreement or any other payments or benefits received or to be received by for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Paragraph 11) (the “Payments”a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended amended, (the “"Code”") or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that that, after payment by the Executive 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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment.

Certain Additional Payments by the Corporation. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that the severance benefits payable to Executive under this Agreement any payment or any other payments or benefits received or to be received distribution by the Executive Corporation to or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Section 12) (the “Payments”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 the Executive you 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 the Executive you shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that after payment by the Executive you of all federal, state and local 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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments, including the Gross-up Payment.

Certain Additional Payments by the Corporation. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by Parent or the severance benefits payable Corporation to Executive under this Agreement or any other payments or benefits received or to be received by for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, but determined without regard to any other plan, agreement or arrangementadditional payments required under this Section 9) (the “Payments”a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) code or any interest or penalties are incurred by the Executive 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 the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that after payment by the Executive 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 Excise Tax imposed on upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Certain Additional Payments by the Corporation. (ai) In Anything in this Agreement to the event contrary notwithstanding, if it shall be determined that the severance benefits payable to Executive under this Agreement any payment or any other payments or benefits received or to be received distribution by the Executive (Corporation to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other plan, agreement Agreement or arrangement) otherwise (the “Payments”a "Payment") would be subject to the impose an excise tax imposed by Section liability on the Executive pursuant to Sections 1 and 4999 of the Internal Revenue Code of 1986and its regulations, as amended (the “Code”) or any interest or penalties are incurred by the Executive 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 the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”). The Gross-Up Payment shall be ") in an amount such that after payment by the Executive 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 Excise Tax imposed with respect thereto) and excise tax imposed on upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.