Common use of Excise Tax Gross-Up Clause in Contracts

Excise Tax Gross-Up. If the Employee becomes entitled to payment in accordance with subparagraph 9(a), then with respect to such payment under subparagraph 9(a) (and with respect to any other payment made to the Employee upon a Change in Control, including without limitation, the vesting of an option or other cash or non-cash benefit or property, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or any other AMLI entity) (the "Total Payments"), if such Total Payments are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the "Excise Tax"), the Company shall pay to Employee at the time specified below an additional amount (the "Gross-up Payment") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by Employee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and after any reduction for any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this Paragraph 10, but before reduction for any federal, state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) and (b), where (a) is the Total Payments, and (b) is an amount equal to the product of any deductions disallowed for federal, state, or local income tax purposes because of the inclusion of the Gross-up Payment in Employee's adjusted gross income multiplied by the highest applicable marginal rate of federal, state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made.

Excise Tax Gross-Up. If the Employee Executive becomes entitled to payment in accordance one or more payments (with subparagraph 9(a)a "payment" including, then with respect to such payment under subparagraph 9(a) (and with respect to any other payment made to the Employee upon a Change in Control, including without limitationbut not limited to, the vesting of an option or other cash or non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or any other AMLI entity) affiliated company (the "Total Payments"), if such Total Payments which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the "Excise Tax"), the Company shall pay to Employee Executive at the time specified below an additional amount (the "Gross-up Up Payment") (which shall include, without limitationbut not be limited to, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by EmployeeExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and after any reduction for any federal, state and local income or employment tax and Excise Tax on the Gross-up Up Payment provided for by this Paragraph 10subparagraph (e), but before reduction for any federal, state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) and (b), where (a) is the Total Payments, and (b) is an amount equal to the product of any deductions disallowed to Executive for federal, state, or local income tax purposes because of the inclusion of the Gross-up Up Payment in EmployeeExecutive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state, or local income taxation, respectively, for the calendar year in which the Gross-up Up Payment is to be made.. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax: