Common use of Effect of Section 280G of the Internal Revenue Code Clause in Contracts

Effect of Section 280G of the Internal Revenue Code. (A) Except as provided in subsection (B), in the event it shall be determined that any payment or distribution of any type, including accelerated vesting, to or for the benefit of the Officer, by the Employer, any affiliate of the Employer, any Person who acquires ownership or effective control of the Employer or ownership of a substantial portion of the Employer's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Officer shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Officer of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Effect of Section 280G of the Internal Revenue Code. (Aa) Except as provided in subsection (BSection 3(b), in the event it shall be determined that any payment (other than the payment provided for in this Section 3) or distribution of any type, including accelerated vesting, type to or for the benefit of the OfficerExecutive, by the EmployerCompany, any affiliate Affiliate of the EmployerCompany, any Person who acquires ownership or effective control of the Employer Company or ownership of a substantial portion of the EmployerCompany's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any affiliate Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Officer Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Officer Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Officer Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Effect of Section 280G of the Internal Revenue Code. (Aa) Except as provided in subsection (BSection 5.8(b), in the event it shall be determined that any payment (other than the payment provided for in this Section 5.8) or distribution of any type, including accelerated vesting, type to or for the benefit of the OfficerExecutive, by the EmployerCompany, any affiliate of the EmployerCompany, any Person person who acquires ownership or effective control of the Employer Company or ownership of a substantial portion of the EmployerCompany's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"'), and the regulations thereunder) or any affiliate of such Personperson, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payments"'), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"'), then the Officer Executive shall be entitled to receive an additional payment (a "Gross-Up Payment"') in an amount such that after payment by the Officer Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Officer Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.