Common use of Equalization Payment Clause in Contracts

Equalization Payment. If any payment, distribution, transfer, or benefit (including, without limitation, any amounts received or deemed received by the Executive within the meaning of any provision of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the Corporation’s incentive plans) by the Corporation or a successor, or by a direct or indirect subsidiary or affiliate of the Corporation (or any successor or affiliate of any of them, and including any benefit plan of any of them), whether paid or payable or distributed or distributable pursuant to the terms of this, Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation shall pay in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments and any Federal, state and local income tax and Excise Tax upon the Gross-Up payment(s) provided for by this Section B.1 shall be equal to such Total Payments bad they not been subject to the Excise Tax. Such Gross-Up Payment(s) shall be made by the Corporation to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executive, and may be satisfied by the Corporation making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty (30) days of the receipt or deemed receipt by the Executive of any such Total Payment.

Equalization Payment. If any payment, distribution, transfer, or benefit (including, without limitation, any amounts received or deemed received by the Executive within the meaning of any provision of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the Corporation’s incentive plans) by the Corporation or a successor, or by a direct or indirect subsidiary or affiliate of the Corporation (or any successor or affiliate of any of them, and including any benefit plan of any of them), whether paid or payable or distributed or distributable pursuant to the terms of this, this Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e the excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation shall pay in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments and any Federal, state and local income tax and Excise Tax upon the Gross-Up payment(sPayment(s) provided for by this Section B.1 shall be equal to such Total Payments bad had they not been subject to the Excise Tax. Such Gross-Up Payment(s) shall be made by the Corporation to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executive, and may be satisfied by the Corporation making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty (30) days of the receipt or deemed receipt by the Executive of any such Total Payment.

Equalization Payment. If any payment, distribution, transfer, or benefit (including, without limitation, any amounts received or deemed received by the Executive within the meaning of any provision of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the CorporationCompany’s incentive plans) by the Corporation Company or a successor, or by a direct or indirect subsidiary or affiliate of the Corporation Company (or any successor or affiliate of any of them, and including any benefit plan of any of them), whether paid or payable or distributed or distributable pursuant to the terms of this, this Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e the excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation Company shall pay in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments and any Federal, state and local income tax and Excise Tax upon the Gross-Up payment(sPayment(s) provided for by this Section B.1 shall be equal to such Total Payments bad had they not been subject to the Excise Tax. Such Gross-Up Payment(s) shall be made by the Corporation Company to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executive, and may be satisfied by the Corporation Company making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty (30) days of the receipt or deemed receipt by the Executive of any such Total Payment.

Equalization Payment. If any payment, distribution, transfer, or benefit (including, without limitation, any amounts received or deemed received by the Executive within the meaning of any provision of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions resteictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the Corporation’s incentive plans) by the Corporation or a successor, or by a direct or indirect subsidiary or affiliate of the Corporation (or any successor or affiliate of any of them, and including any benefit plan of any of them), whether paid or payable or distributed or distributable pursuant to the terms of this, this Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e the excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation shall pay in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments and any Federal, state and local income tax and Excise Tax upon the Gross-Up payment(sPayment(s) provided for by this Section B.1 B.x shall be equal to such Total Payments bad had they not been subject to the Excise Tax. Such Gross-Up Payment(s) shall be made by the Corporation to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executive, and may be satisfied by the Corporation corporation making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty (30) days of the receipt or deemed receipt by the Executive of any such Total Payment.

Equalization Payment. If any payment, distribution, transfer, or benefit (including, without limitation, any amounts received or deemed received by the Executive within the meaning of any provision of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the Corporation’s incentive plans) by the Corporation or a successor, or by a direct or indirect subsidiary or affiliate of the Corporation (or any successor or affiliate of any of them, and including any benefit plan of any of them), whether paid or payable or distributed or distributable pursuant to the terms of this, this Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e the excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation shall pay in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments and any Federal, state and local income tax and Excise Tax upon the Gross-Up payment(sPayment(s) provided for by this Section B.1 shall be equal to such Total Payments bad had they not been subject to the Excise Tax. Such Gross-Up Payment(s) shall be made by the Corporation to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executive, and may be satisfied by the Corporation making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty (30) days of the receipt or deemed receipt by the Executive of any such Total Payment.

Equalization Payment. If any payment, distribution, transfer, or benefit (including, ; without limitation, any amounts received or deemed received by the Executive within the meaning of any provision of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive as a result of (and not by way byway of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the Corporation’s incentive plans) by the Corporation or a successor, or by a direct or indirect subsidiary or affiliate of the Corporation (or any successor or affiliate of any of them, and including any benefit plan of any of them), whether paid or payable or distributed or distributable pursuant to the terms of this, this Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e the excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation shall pay in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments and any Federal, state and local income tax and Excise Tax upon the Gross-Up payment(sPayment(s) provided for by this Section B.1 shall be equal to such Total Payments bad had they not been subject to the Excise Tax. Such Gross-Up Payment(s) shall be made by the Corporation to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executive, and may be satisfied by the Corporation making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty thing (30) days of the receipt or deemed receipt by the Executive of any such Total Payment.

Equalization Payment. If upon or following a Change in Control, the tax imposed by Section 4999 of the Code or any paymentsimilar or successor tax (the “Excise Tax”) applies, distributionsolely because of the Change in Control, transferto any payments, benefits and/or amounts received by the Executive from the Company or benefit (includingany of its subsidiaries as severance benefits or otherwise, including without limitation, any fees, costs and expenses paid under this Agreement and/or any amounts received or deemed received by the Executive received, within the meaning of any provision of the Internal Revenue Code of 1986Code, as amended (the “Code”), or by the Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the CorporationCompany’s incentive plans) by , including without limitation, the Corporation or a successor2001 Long Term incentive Stock Plan, or by a direct or indirect subsidiary or affiliate of the Corporation (or any successor or affiliate of any of them1993 Long Term Incentive Stock Plan, the 1987 Long Term Incentive Plan and including any benefit plan of any of them)the 1981 Long-Term Incentive Plan, whether paid or payable or distributed or distributable pursuant the Company shall pay to the terms of this, Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation shall pay Executive in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”)) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments payments, benefits and/or amounts so received and any Federal, state and local income tax and Excise Tax upon the Gross-Up payment(sPayment(s) provided for by this Section B.1 shall be equal to such Total Payments bad payments, benefits and/or amounts so received had they not been subject to the Excise Tax. Such Gross-Up Payment(spayment(s) provided for by this Section shall be equal to such payments, benefits and/or amounts so received had they not been subject to the Excise Tax. Such payment(s) shall be made by the Corporation Company to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executivepayments, benefits and/or amounts so received, and may be satisfied by the Corporation Company making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty (30) days of the receipt or deemed receipt by the Executive of any such Total Paymentpayment, benefit and/or amount.

Equalization Payment. If any payment, distribution, transfer, or benefit (including, without limitation, any amounts received or deemed received by the Executive within the meaning of any provision of the Internal Revenue Code of 1986, as amended (the “Code”), or by the Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the Corporation’s incentive plans) by the Corporation or a successor, or by a direct or indirect subsidiary or affiliate of the Corporation (or any successor or affiliate of any of them, and including any benefit plan of any of them), whether paid or payable or distributed or distributable pursuant to the terms of this, this Agreement or otherwise (collectively, the “Total Payments”), is or will be subject to 6e the excise tax imposed under Section 4999 of the Code or any similar or successor tax (the “Excise Tax”), the Corporation shall pay in cash to Executive or for Executive’s benefit as provided below an additional amount or amounts (the “Gross-Up Payment(s)”) such that the net amount retained by the Executive after the deduction of any Excise Tax on such Total Payments and any Federal, Federal state and local income tax and Excise Tax upon the Gross-Up payment(sPayment(s) provided for by this Section B.1 B.x shall be equal to such Total Payments bad had they not been subject to the Excise Tax. Such Gross-Up Payment(s) shall be made by the Corporation to the Executive or to any applicable taxing authority on behalf of the Executive as soon as practicable following the receipt or deemed receipt of any such Total Payments by the Executive, and may be satisfied by the Corporation making a payment or payments on the Executive’s account in lieu of withholding for tax purposes but in all events shall be made within thirty (30) days of the receipt or deemed receipt by the Executive of any such Total Payment.