Common use of Excise Tax Indemnification Clause in Contracts

Excise Tax Indemnification. The Executive shall be entitled to a payment under this Section 11(e) if any payment or benefit provided under this Agreement or any other plan or agreement with the Company constitutes a “parachute payment” (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986 (the “Code”), but without regard to Code Section 280G(b)(2)(A)(ii)) and the Executive incurs a liability under Code Section 4999. The amount payable to the Executive under this Section 11(e) shall be the amount required to indemnify the Executive and hold him harmless from the application of Code Sections 280G and 4999 with respect to benefits, payments, accelerated vesting and exercisability and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes attributable to the indemnification payment. Except as required by Section 12, the benefit payable under this Section 11(e) shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the Code Section 4999 excise tax is required to be filed with the Internal Revenue Service. To the extent that any other plan or agreement requires that the Executive be indemnified and held harmless from the application of Code Sections 280G and 4999, any such indemnification and the amount required to be paid to the Executive under this Section 11(e) shall be coordinated so that such indemnification is paid only once and the Company’s obligations under this Section 11(e) shall be satisfied to the extent of any such other payment (and vice versa). The Executive shall be entitled to the benefit described in this Section 11(e) without regard to whether he becomes entitled to receive the benefits described in Section 11(a).

Excise Tax Indemnification. The Executive shall be entitled to a payment under this Section 11(e) Agreement if any payment or benefit provided under this Agreement or any other plan or agreement with the Company constitutes a “parachute payment” (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986 (the “Code”), but without regard to Code Section 280G(b)(2)(A)(ii)) and the Executive incurs a liability under Code Section 4999. The amount payable to the Executive under this Section 11(e) 4 shall be the amount required to indemnify the Executive and hold him harmless from the application of Code Sections 280G and 4999 with respect to benefits, payments, accelerated exercisability and vesting and exercisability and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes attributable to the indemnification payment. Except as required by Section 12, the The benefit payable under this Section 11(e) 4 shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the Code Section 4999 excise tax is required to be filed with the Internal Revenue Service. To the extent that any other plan or agreement requires that the Executive be indemnified and held harmless from the application of Code Sections 280G and 4999, any such indemnification and the amount required to be paid to the Executive under this Section 11(e) 4 shall be coordinated so that such indemnification is paid only once and the Company’s obligations under this Section 11(e) 4 shall be satisfied to the extent of any such other payment (and vice versa). The Executive shall be entitled to the benefit described in this Section 11(e) 4 without regard to whether he becomes entitled to receive the benefits Termination Benefits described in Section 11(a)3.

Excise Tax Indemnification. The Executive shall be entitled to a payment under this Section 11(e) Agreement if any payment or benefit provided under this Agreement or any other plan or agreement with the Company or the REIT constitutes a “"parachute payment” " (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986 (the “"Code”"), but without regard to Code Section 280G(b)(2)(A)(ii)) and the Executive incurs a liability under Code Section 4999. The amount payable to the Executive under this Section 11(e) 5 shall be the amount required to indemnify the Executive and hold him harmless from the application of Code Sections 280G and 4999 with respect to benefits, payments, accelerated exercisability and vesting and exercisability and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes attributable to the indemnification payment. Except as required by Section 12, the The benefit payable under this Section 11(e) 5 shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the Code Section 4999 excise tax is required to be filed with the Internal Revenue Service. To the extent that any other plan or agreement requires that the Executive be indemnified and held harmless from the application of Code Sections 280G and 4999, any such indemnification and the amount required to be paid to the Executive under this Section 11(e) 5 shall be coordinated so that such indemnification is paid only once and the REIT's and the Company’s 's obligations under this Section 11(e) 5 shall be satisfied to the extent of any such other payment (and vice versa). The Executive shall be entitled to the benefit described in this Section 11(e) 5 without regard to whether he becomes entitled to receive the benefits Termination Benefits described in Section 11(a)4.

Excise Tax Indemnification. The Executive shall be entitled to a payment under this Section 11(e) 6 if any payment or benefit provided under this Agreement or any other plan or agreement with the Company constitutes a “parachute payment” (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986 (the “Code”), but without regard to Code Section 280G(b)(2)(A)(ii)) and the Executive incurs a liability under Code Section 4999. The amount payable to the Executive under this Section 11(e) 6 shall be the amount required to indemnify the Executive and hold him harmless from the application of Code Sections 280G and 4999 with respect to benefits, payments, accelerated exercisability and vesting and exercisability and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes attributable to the indemnification payment. Except as required by Section 12, the The benefit payable under this Section 11(e) 6 shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the Code Section 4999 excise tax is required to be filed with the Internal Revenue Service. To the extent that any other plan or agreement requires that the Executive be indemnified and held harmless from the application of Code Sections 280G and 4999, any such indemnification and the amount required to be paid to the Executive under this Section 11(e) 6 shall be coordinated so that such indemnification is paid only once and the Company’s obligations under this Section 11(e) 6 shall be satisfied to the extent of any such other payment (and vice versa). The Executive shall be entitled to the benefit described in this Section 11(e) 6 without regard to whether he becomes entitled to receive the benefits Termination Benefits described in Section 11(a)4.

Excise Tax Indemnification. The Executive shall be entitled to a payment or payments under this Section 11(e) 16 if any payment or benefit provided under this Agreement or any other plan plan, agreement or agreement arrangement with the Company Corporation, the Trust, the LP or any of their affiliates constitutes a an “excess parachute payment” (as defined in Section 280G(b)(2)(A280G(b)(1) of the Internal Revenue Code of 1986 (the “Code”), but without regard to Code Section 280G(b)(2)(A)(ii)) of the Code) and the Executive incurs a liability under Code Section 49994999 of the Code. The amount payable to the Executive under this Section 11(e) 16 shall be the amount required to indemnify the Executive and hold him harmless from the application of Code Sections 280G and 4999 of the Code, together with any interest or penalties related thereto, with respect to benefits, payments, accelerated exercisability and vesting and exercisability and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes and penalties attributable to the indemnification payment. Except as required by Section 12, the The benefit payable under this Section 11(e) 16 shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the Code excise tax under Section 4999 excise tax of the Code is required to be filed with the Internal Revenue Service. To the extent that any other plan plan, agreement or agreement arrangement requires that the Executive be indemnified and held harmless from the application of Code Sections 280G and 49994999 of the Code, any such indemnification and the amount required to be paid to the Executive under this Section 11(e) 16 shall be coordinated so that such indemnification is paid only once and the Company’s obligations under this Section 11(e) of the Corporation, the Trust, the LP or any of their affiliates shall be satisfied to the extent of any such other payment (and vice versa). The Executive and the Corporation agree that the application of Sections 280G and 4999 of the Code may not be clear in all cases. The Executive agrees that the Company may take the position that all or part of a payment or payments are not “excess parachute payments” (as defined above) and do not result in liability under Section 4999 of the Code. The Executive agrees that his individual tax returns will be prepared in a manner that is consistent with the Corporation’s position on such matters if the Executive’s professional tax preparer concludes, in his or her professional opinion, that the Corporation’s position is reasonable based on published rulings, regulations and other authority. If the Executive’s individual income tax return is prepared in accordance with the preceding sentence, i.e., in a manner consistent with the Corporation’s position, then (in addition to any benefit payable under the preceding paragraph) the Corporation shall be entitled indemnify the Executive, and hold him harmless, from any liability for tax, penalty, interest or otherwise arising from the position stated on the Executive’s individual income tax return related to the benefit described application of Section 280G or 4999 of the Code to payment from the Corporation, the Trust, the LP or any of their affiliates. If the Executive’s professional tax preparer does not agree that the Corporation’s position is reasonable based on published rulings, regulations and other authority, then the Executive’s individual tax return will reflect any liability under Section 4999 of the Code that such professional tax preparer determines is appropriate and the Corporation shall indemnify the Executive and hold him harmless in this Section 11(e) without regard to whether he becomes entitled to receive accordance with the benefits described in Section 11(a)preceding paragraph.