Common use of Excise Tax Equalization Payment Clause in Contracts

Excise Tax Equalization Payment. In the event that the Officer becomes entitled to Severance Benefits or any other payment or benefit under this Agreement, or under any other agreement, plan or arrangement for which Officer is eligible with (1) the Employer, (2) any Person whose actions result in a Change in Control, or (3) CMS Energy Corporation or any of its Affiliates (all of such payments and benefits collectively referred to as the “Total Payments”), and if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Sections 280G and 4999 of the Code (or any similar tax that may hereafter be imposed), the Employer shall pay to the Officer in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Officer after deduction of any Excise Tax upon the Total Payments and any federal, state, and local income tax, penalties, interest, and Excise Tax upon the Gross-Up Payment provided for by this Section 6.1 (including FICA and FUTA), shall be equal to the Total Payments. Such payment shall be made by the Employer to the Officer within forty-five (45) calendar days following the Effective Date of Termination. For purposes of determining the amount of the Gross-Up Payment, the Officer shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Officer’s residence on the Effective Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Excise Tax Equalization Payment. In the event that the Officer Executive becomes entitled to Severance Benefits or any other payment or benefit under this Agreement, or under any other agreement, plan or arrangement for which Officer Executive is eligible with (1) the Employer, (2) any Person whose actions result in a Change in Control, or (3) CMS Energy Corporation or any of its Affiliates (all of such payments and benefits collectively referred to as the “Total Payments”), and if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Sections 280G and 4999 of the Code (or any similar tax that may hereafter be imposed), the Employer shall pay to the Officer Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Officer Executive after deduction of any Excise Tax upon the Total Payments and any federal, state, and local income tax, penalties, interest, and Excise Tax upon the Gross-Up Payment provided for by this Section 6.1 (including FICA and FUTA), shall be equal to the Total Payments. Such payment shall be made by the Employer to the Officer Executive within forty-five (45) calendar days following the Effective Date of Termination. For purposes of determining the amount of the Gross-Up Payment, the Officer Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the OfficerExecutive’s residence on the Effective Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Excise Tax Equalization Payment. In the event that the Officer Executive becomes entitled to Severance Benefits or any other payment or benefit under this Agreement, or under the Employment Agreement, or under any other agreement, plan or arrangement for which Officer Executive is eligible with (1) the Employer, (2) any Person whose actions result in a Change in Control, or (3) CMS Energy Corporation or any of its Affiliates (all of such payments and benefits collectively referred to as the “Total Payments”), and if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Sections 280G and 4999 of the Code (or any similar tax that may hereafter be imposed), the Employer shall pay to the Officer Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Officer Executive after deduction of any Excise Tax upon the Total Payments and any federal, state, and local income tax, penalties, interest, and Excise Tax upon the Gross-Up Payment provided for by this Section 6.1 (including FICA and FUTA), shall be equal to the Total Payments. Such payment shall be made by the Employer to the Officer Executive within forty-five (45) calendar days following the Effective Date of Termination. For purposes of determining the amount of the Gross-Up Payment, the Officer Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the OfficerExecutive’s residence on the Effective Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.