Common use of Excise Tax Equalization Payment Clause in Contracts

Excise Tax Equalization Payment. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, “Total Payments”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due under Internal Revenue code Sections 280G and 4999, the Company shall provide to the Executive, in cash, an additional payment in an amount sufficient to cover the full cost of any excise tax and all of the Executive’s additional federal, state, and local income, excise, and employment taxes that arise on this additional payment (cumulatively, the “Full Gross-Up Payment”), such that the Executive is in the same after-tax position as if he had not been subject to the excise tax. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local income taxes in the state and locality of the Executive’s residence on the Effective Date of Termination. This payment shall be made as soon as possible following the date of the Executive’s Qualifying Termination, but in no event later than ten (10) calendar days from such date. Notwithstanding the foregoing, this payment must be paid to Executive by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Internal Revenue Code, as amended (the “Code”), and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.

Excise Tax Equalization Payment. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, “Total Payments”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due under Internal Revenue code Sections 280G and 4999due, the Company shall provide to the Executive, in cash, an additional payment in an amount sufficient to cover the full cost of any excise tax and all of the Executive’s additional federal, state, and local income, excise, and employment taxes that arise on this additional payment (cumulatively, the “Full Gross-Up Payment”), such that the Executive is in the same after-tax position as if he had not been subject to the excise tax. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local income taxes in the state and locality of the Executive’s residence on the Effective Date of Termination. This payment shall be made as soon as possible following the date of the Executive’s Qualifying Termination, but in no event later than ten (10) calendar days from such date. Notwithstanding the foregoing, this payment must be paid to Executive by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Internal Revenue Code, as amended (the “Code”), and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.

Excise Tax Equalization Payment. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, “Total Payments”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due under Internal Revenue code Sections 280G and 4999due, the Company shall provide to the Executive, in cash, an additional payment in an amount sufficient to cover the full cost of any excise tax and all of the Executive’s additional federal, state, and local income, excise, and employment taxes that arise on this additional payment (cumulatively, the “Full Gross-Up Payment”), such that the Executive is in the same after-tax position as if he had not been subject to the excise tax. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local income taxes in the state and locality of the Executive’s residence on the Effective Date of Termination. This payment shall be made as soon as possible following the date of the Executive’s Qualifying Termination, but in no event later than ten (10) calendar days from such date. Notwithstanding the foregoing, this payment must be paid to Executive by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Internal Revenue Code, as amended (the “Code”), and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.

Excise Tax Equalization Payment. If any portion of In the event that the Executive becomes entitled to Change in Control Severance Benefits or any other payment or benefit under this Agreement, or under any other agreement withagreement, plan or arrangement for which Executive is eligible with (1) the Employer, (2) any Person or Entity whose actions result in a Change in Control, or plan (3) CMS Energy Corporation or any of its Affiliates (all of such payments and benefits collectively referred to as the Company (in the aggregate, “Total Payments”), and if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due under Internal Revenue code imposed by Sections 280G and 49994999 of the Code (or any similar tax that may hereafter be imposed), the Company Employer shall provide pay to the Executive, Executive or on his or her behalf in cash, cash an additional payment in an amount sufficient to cover (the full cost “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax Excise Tax upon the Total Payments and all of the Executive’s additional any federal, state, and local incomeincome and employment tax, excisepenalties, interest, and employment taxes that arise on Excise Tax upon the Gross-Up Payment provided for by this additional Section 6.1 (including FICA and FUTA), shall be equal to the Total Payments. Such payment (cumulatively, shall be made by the “Full Employer to the Executive by the end of the taxable year of the Executive next following the taxable year in which the Executive remits the related taxes. For purposes of determining the amount of the Gross-Up Payment”), the Committee shall select in its sole discretion an accounting or other consulting firm (other than the Employer’s and CMS Energy Corporation’s auditors) to perform such that the Executive is in the same after-tax position as if he had not been subject to the excise taxcalculation. For this purposeIn addition, the Executive shall be deemed to pay federal income taxes at the highest Tier IV Change in Control as of August, 2008 marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be in made, and state and local income taxes at the highest marginal rate of federal, state, and local income taxes taxation in the state and locality of the Executive’s residence on the Effective Date of Termination. This payment shall be made as soon as possible following the date , net of the Executive’s Qualifying Termination, but maximum reduction in no event later than ten (10) calendar days federal income taxes which could be obtained from deduction of such date. Notwithstanding the foregoing, this payment must be paid to Executive by the end of the calendar year next following the calendar year in which the Executive remits the related state and local taxes. For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Internal Revenue Code, as amended (the “Code”), and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.