Common use of Code Section 409A Tax Gross-Up Clause in Contracts

Code Section 409A Tax Gross-Up. If, by reason of a failure of any provision of this Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the continuation of medical benefits coverage provided in Section 1 hereof is subject to taxation under Code Section 409A(a)(1), then the Company shall pay to Executive an additional payment (the “Gross-Up Payment”) equal to all federal, state and local taxes incurred by Executive as a result of compensation paid or made available to Executive by the Company, including the amount of additional taxes imposed due to the Company’s payment of the initial taxes and interest under Code Section 409A. The Company shall pay the entire Gross-Up Payment by the end of Executive’s taxable year next following his taxable year in which Executive remits the related taxes.

Code Section 409A Tax Gross-Up. If, by reason of a failure of any provision of this Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the continuation of medical benefits coverage provided in Section 1 hereof is subject to taxation under Code Section 409A(a)(1), then the Company shall pay to Executive Antin an additional payment (the “Gross-Up Payment”) equal to all federal, state and local taxes incurred by Executive Antin as a result of compensation paid or made available to Executive Antin by the Company, including the amount of additional taxes imposed due to the Company’s payment of the initial taxes and interest under Code Section 409A. The Company shall pay the entire Gross-Up Payment by the end of ExecutiveAntin’s taxable year next following his taxable year in which Executive Antin remits the related taxes.