Common use of Excise Tax Gross-Up Payment Clause in Contracts

Excise Tax Gross-Up Payment. If at any time for any reason it shall be determined that any payment or distribution by the Company or any other person or entity to or for the benefit of the Executive is a "parachute payment" (within the meaning of Section 280G(b) (2) of the Internal Revenue Code of 1986, as amended (the "Code")), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his/her employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a "Payment"), and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), concurrent with the making of such Payment, the Company shall pay to the Executive an additional payment (the "Gross-Up Payment") in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on such Payment and any federal, state or local income or employment tax and Excise Tax on the Gross-Up Payment shall equal the amount of such Payment. All determinations concerning the application of the foregoing shall be made by a nationally recognized firm of independent accountants (together with legal counsel of its choosing), selected by the Executive and satisfactory to the Company, whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants and counsel shall be borne by the Company. In the event the Internal Revenue Service assesses the Executive an amount of Excise Tax in excess of that determined in accordance with the foregoing, the Company shall pay to the Executive an additional Gross-Up Payment, calculated as described above in respect of such excess Excise Tax, including a Gross-Up Payment in respect of any interest or penalties imposed by the Internal Revenue Service with respect to such excess Excise Tax.

Excise Tax Gross-Up Payment. If at any time for any reason it shall be determined that (a) Whether or not the Executive becomes entitled to any payment pursuant to Section 8(c)(iii)(A) hereof, if any of the payments or distribution benefits received or to be received by the Company Executive in connection with any Change in Control which occurs during the Term hereof or any other person or entity to or for the benefit termination of the Executive is a "parachute payment" Executive's employment which occurs during the Term hereof (within the meaning of Section 280G(b) (2) of the Internal Revenue Code of 1986, as amended (the "Code")), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise any other plan, arrangement or agreement with the Company, any Person whose actions result in connection with, a Change in Control or arising out of, his/her employment any Person affiliated with the Company or a change in ownership such Person) (such payments or effective control of benefits (excluding the Company payment or a substantial portion of its assets (a payments to be made pursuant to this Section 9) being hereinafter referred to as the "PaymentTotal Payments"), and would ) will be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), concurrent with the making of such Payment, the Company shall pay to the Executive an additional payment amount (the "Gross-Up Payment") in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on such Payment the Total Payments and any federal, state or and local income or and employment tax taxes and Excise Tax on upon the Gross-Up Payment payment or payments provided by this Section 9, shall be equal to the Total Payments. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Payment. All determinations concerning the application Excise Tax, (i) all of the foregoing Total Payments shall be made by a nationally recognized firm treated as "parachute payments" (within the meaning of independent accountants section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (together with legal counsel of its choosing), selected by "Tax Counsel") reasonably acceptable to the Executive and satisfactory to the Company, whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants and counsel shall be borne by the Company. In the event the Internal Revenue Service assesses the Executive an amount of Excise Tax in excess of that determined in accordance with the foregoing, the Company shall pay to the Executive an additional Gross-Up Payment, calculated as described above in respect of such excess Excise Tax, including a Gross-Up Payment in respect of any interest or penalties imposed by the Internal Revenue Service with respect to such excess Excise Tax.selected by

Excise Tax Gross-Up Payment. If at any time for any reason In the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the benefit of the Executive is a "parachute payment" (within the meaning of Section 280G(b) (2280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his/her employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a "Payment"), and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), concurrent with the making of such Payment, the Company shall pay to the Executive an additional payment (the "Gross-Up Payment") in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on such Payment and any federal, state or local income or employment tax and Excise Tax on the Gross-Up Payment shall equal the amount of such Payment. All determinations concerning the application of the foregoing shall be made by a nationally recognized firm of independent accountants (together with legal counsel of its choosing), selected by the Executive and satisfactory to the Company, whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants and counsel shall be borne by the Company. In the event the Internal Revenue Service assesses the Executive an amount of Excise Tax in excess of that determined in accordance with the foregoing, the Company shall pay to the Executive an additional Gross-Up Payment, calculated as described above in respect of such excess Excise Tax, including a Gross-Up Payment in respect of any interest or penalties imposed by the Internal Revenue Service with respect to such excess Excise Tax.

Excise Tax Gross-Up Payment. If at any time for any reason it shall be determined that (a) Whether or not the Executive becomes entitled to any payment pursuant to Section 8(c)(iii)(A) hereof, if any of the payments or distribution benefits received or to be received by the Company Executive in connection with any Change in Control which occurs during the Term hereof or any other person or entity to or for the benefit termination of the Executive is a "parachute payment" Executive's employment which occurs during the Term hereof (within the meaning of Section 280G(b) (2) of the Internal Revenue Code of 1986, as amended (the "Code")), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise any other plan, arrangement or agreement with the Company, any Person whose actions result in connection with, a Change in Control or arising out of, his/her employment any Person affiliated with the Company or a change in ownership such Person) (such payments or effective control of benefits (excluding the Company payment or a substantial portion of its assets (a payments to be made pursuant to this Section 9) being hereinafter referred to as the "PaymentTotal Payments"), and would ) will be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), concurrent with the making of such Payment, the Company shall pay to the Executive an additional payment amount (the "Gross-Up Payment") in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on such Payment the Total Payments and any federal, state or and local income or and employment tax taxes and Excise Tax on upon the Gross-Up Payment payment or payments provided by this Section 9, shall be equal to the Total Payments. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Payment. All determinations concerning the application of the foregoing shall be made by a nationally recognized firm of independent accountants (together with legal counsel of its choosing), selected by the Executive and satisfactory to the Company, whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants and counsel shall be borne by the Company. In the event the Internal Revenue Service assesses the Executive an amount of Excise Tax in excess of that determined in accordance with the foregoing, the Company shall pay to the Executive an additional Gross-Up Payment, calculated as described above in respect of such excess Excise Tax, including a Gross-Up Payment in respect (i) all of any interest or penalties imposed by the Internal Revenue Service with respect to such excess Excise Tax.Total Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code)