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

Excise Tax Gross-Up Payment. (a) In the event that it is determined that any payment to or for the benefit of Executive under the terms of this Agreement, or under any other agreement, plan or arrangement with Employer (a “Payment”), would be subject to any excise tax imposed pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, or any comparable provision of state or local law (an “Excise Tax”), Employer agrees that it shall pay to Executive, in addition to any other payments required to be made pursuant to this Agreement, an additional cash amount (a “Gross-Up Payment”) equal to the sum of (i) the amount of such Excise Tax plus (ii) all Attributable Taxes and Penalties. For purposes of this Agreement, “Attributable Taxes and Penalties” means all taxes, interest and penalties, including, without limitation, any federal, state and local income taxes and any Excise Taxes, which become payable by Executive as a result of the receipt of the Gross-Up Payment or the assessment of any Excise Tax against Executive. It is intended that under this provision Employer shall indemnify Executive in such a manner that Executive shall not suffer any loss or expense by reason of the assessment of any Excise Tax or the reimbursement of Executive for payment of any such Excise Tax. Employer’s obligation to make Gross-Up Payments under this Section 7 shall not be conditioned upon Executive’s termination of employment.

Excise Tax Gross-Up Payment. (a) In the event that it is determined that any payment to or for the benefit of Executive under the terms of this Agreement, or under any other agreement, plan or arrangement with Employer (a “Payment”)Employer, would be subject to any excise tax imposed pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, or any comparable provision of state or local law (an “Excise Tax”), Employer agrees that it shall promptly pay to Executive, in addition to any other payments required to be made pursuant to this Agreement, an additional cash amount (a “Gross-Up Payment”) equal to the sum of (i) the amount of such Excise Tax plus (ii) all Attributable Taxes and Penalties. For purposes of this Agreement, “Attributable Taxes and Penalties” means all taxes, interest and penalties, including, without limitation, any federal, state and local income taxes and any Excise Taxes, which become payable by Executive as a result of the receipt of the Gross-Up Payment or the assessment of any Excise Tax against Executive. It is intended that under this provision Employer shall indemnify Executive in such a manner that Executive shall not suffer any loss or expense by reason of the assessment of any Excise Tax or the reimbursement of Executive for payment of any such Excise Tax. Employer’s obligation to make Gross-Up Payments under this Section 7 shall not be conditioned upon Executive’s termination of employment.