Conditional Gross-Up Payment Sample Clauses

Conditional Gross-Up Payment. Notwithstanding the parties treatment of any Reimbursement Payment in accordance with subsection (c), if at any time the Internal Revenue Service asserts that Employee is subject to federal income tax or a FICA obligation by reason of a Reimbursement Payment, Company shall pay to Employee an additional gross-up amount such that the net amount paid to or on behalf of Employee after the payment of all applicable withholdings or taxes shall be equal to the amount that would have been paid had such payments not been subject to tax plus penalties and interest, if any; provided that Employee must first: (i) promptly notify Company of any audit of his personal tax return in the course of which the auditor raises the issue of whether such payments are taxable, and permit Company in its sole discretion to control the defense against the imposition of any such tax at Company’s expense; and (ii) in the event that Employee or Company are unsuccessful in the defense against the imposition of any such Company: HW Employee: DSS tax, use reasonable efforts to obtain a refund of any taxes paid with respect to the equity grants subject to recoupment. In the event that Employee obtains a partial or total refund of any taxes paid with respect to the equity grants subject to recoupment, any gross-up payment to be paid by Company hereunder shall be offset by such refund, or if the gross-up payment has already been made, Employee shall promptly pay to the Company the amount so refunded. The terms of this Section shall survive the expiration or termination of this Agreement unless employment is terminated by Company for Cause or by Employee for any reason other than Good Reason.

Conditional Gross-Up Payment. Prior to the payment of any Reimbursement Payment, Company will affirmatively seek additional tax advice with respect to the tax treatment of such payment, including, at Employee’s request, consideration of advice from a tax advisor of Employee’s choosing. Notwithstanding the parties’ treatment of any Reimbursement Payment in accordance with subsection (c), if, prior to any Reimbursement Payment, the Company’s tax advisor, after considering any tax advice from a tax advisor of Employee’s choosing, determines that Employee is subject to federal income tax or a FICA obligation by reason of a Reimbursement Payment, or if at any later time the Internal Revenue Service asserts that Employee is subject to federal income tax or a FICA obligation by reason of a Reimbursement Payment, Company shall pay to Employee an additional gross-up amount, not to exceed $900,000, such that the net amount paid to or on behalf of Employee after the payment of all applicable withholdings, taxes, or penalties shall be equal to the amount that would have been paid had such payments not been subject to tax; provided that Employee must first: (i) promptly notify Company of any such assertion or of any audit of his personal tax return in the course of which the auditor raises the issue of whether such payments are taxable, and permit Company in its sole discretion to control the defense against the imposition of any such tax at Company’s expense; and (ii) in the event that Employee or Company are unsuccessful in the defense against the imposition of any such tax, use reasonable efforts to obtain a refund of any taxes paid with respect to the equity grants subject to recoupment. In the event that Employee obtains a partial or total refund of any taxes paid with respect to the equity grants subject to recoupment, any gross-up payment to be paid by Company hereunder shall be offset by such refund, or if the gross-up payment has already been made, Employee shall promptly pay to the Company the amount so refunded. Initials: LSD Company: Employee: SV