Common use of Excise Tax Indemnification Clause in Contracts

Excise Tax Indemnification. (1) In the event that any payments or benefits provided or to be provided to the Employee pursuant to this Agreement, in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any Subsidiaries, constitute "excess parachute payments" under Section 280G of the Code and are subject to excise tax under Section 4999 of the Code, the Company shall pay to Employee in cash an additional amount equal to the amount of the Gross Up Payment as defined below. The "Gross Up Payment" shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by Employee (net of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax) equals the amount of such payments and value of such benefits as he would receive in the absence of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax. The Company shall pay the Gross Up Payment within thirty (30) days after the Date of Termination subject to Section 11(m)(5). (2) For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. (3) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(1) hereof is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Company, Employee shall repay to the Company, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment. (4) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(1) hereof is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Company shall pay to the Employee, in immediately available funds, at the time that such additional amount of excise tax is finally determined, an additional payment ("Additional Gross Up Payment") equal to such additional amount of excise tax and any federal, state and local taxes thereon, plus all interest and penalties, if any, owed by the Employee with respect to such additional amount of excise and other tax. (5) The Company shall have the right to challenge, on Employee's behalf, any excise tax assessment against him as to which Employee is entitled to (or would be entitled if such assessment is finally determined to be proper) a Gross Up Payment or Additional Gross Up Payment, provided that all costs and expenses incurred in such a challenge shall be borne by the Company and the Company shall indemnify the Employee and hold him harmless, on an after-tax basis, from any excise or other tax (including interest and penalties with respect thereto) imposed as a result of such payment of costs and expenses by the Company.

Excise Tax Indemnification. (1i) In the event that any payments or benefits provided or to be provided to the Employee pursuant to this Agreement, in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries, constitute "excess parachute payments" under Section 280G of the Code Code, and are subject to excise tax under Section 4999 of the Code, the Company shall pay to Employee in cash an additional amount equal to the amount of the Gross Up Payment as defined below. The "Gross Up Payment" shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by Employee (net of such excise tax and any federal, state and local tax on the Company's payment to him attributable to offset such excise tax) equals the amount of such payments and value of such benefits as he would receive in the absence of such excise tax and any federal, state and local tax on the Company's payment to him attributable to offset such excise tax. The Company shall pay the Gross Up Payment within thirty (30) 30 days after the Date of Termination Termination, subject to Section 11(m)(57(d)(v). (2ii) For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. (3iii) In the event that, within 12 months after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(17(d)(i) hereof is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Company, Employee shall repay to the Company, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment. (4iv) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(17(d)(i) hereof is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Company shall pay to the Employee, in immediately available funds, at the time that such additional amount of excise tax is finally determined, an additional payment ("Additional Gross Up Payment") equal to such additional amount of excise tax and any federal, state and local taxes thereon, plus all interest and penalties, if any, owed by the Employee with respect to such additional amount of excise and other tax. (5v) The Company shall have the right to challenge, on Employee's behalf, any excise tax assessment against him as to which Employee is entitled to (or would be entitled if such assessment is finally determined to be proper) a Gross Up Payment or Additional Gross Up Payment, provided that PROVIDED THAT all costs and expenses incurred in such a challenge shall be borne by the Company and the Company shall indemnify the Employee and hold him harmless, on an after-tax basis, from any excise or other tax (including interest and penalties with respect thereto) imposed as a result of such payment of costs and expenses by the Company.

Excise Tax Indemnification. (1i) In the event that any payments or benefits provided or to be provided to the Employee pursuant to this Agreement, in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries, constitute "excess parachute payments" under Section 280G of the Code Code, and are subject to excise tax under Section 4999 of the Code, the Company shall pay to Employee in cash an additional amount equal to the amount of the Gross Up Payment as defined below. The "Gross Up Payment" shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by Employee (net of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax) equals the amount of such payments and value of such benefits as he would receive in the absence of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax. The Company shall pay the Gross Up Payment within thirty (30) 30 days after the Date of Termination Termination, subject to Section 11(m)(57(d)(v). (2ii) For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. (3iii) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(17(d)(i) hereof is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Company, Employee shall repay to the Company, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment. (4iv) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(17(d)(i) hereof is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Company shall pay to the Employee, in immediately available funds, at the time that such additional amount of excise tax is finally determined, an additional payment ("Additional Gross Up Payment") equal to such additional amount of excise tax and any federal, state and local taxes thereon, plus all interest and penalties, if any, owed by the Employee with respect to such additional amount of excise and other tax. (5v) The Company shall have the right to challenge, on Employee's behalf, any excise tax assessment against him as to which Employee is entitled to (or would be entitled if such assessment is finally determined to be proper) a Gross Up Payment or Additional Gross Up Payment, provided that PROVIDED THAT all costs and expenses incurred in such a challenge shall be borne by the Company and the Company shall indemnify the Employee and hold him harmless, on an after-tax basis, from any excise or other tax (including interest and penalties with respect thereto) imposed as a result of such payment of costs and expenses by the Company.

Excise Tax Indemnification. (1) In the event that any payments or benefits provided or to be provided to the Employee pursuant to this Agreement, in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any Subsidiaries, constitute "excess parachute payments" under Section 280G of the Code Code, and are subject to excise tax under Section 4999 of the Code, the Company shall pay to Employee in cash an additional amount equal to the amount of the Gross Up Payment as defined below. The "Gross Up Payment" shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by Employee (net of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax) equals the amount of such payments and value of such benefits as he would receive in the absence of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax. The Company shall pay the Gross Up Payment within thirty (30) days after the Date of Termination subject to Section 11(m)(5). (2) For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. (3) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(1) hereof is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Company, Employee shall repay to the Company, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment. (4) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(1) hereof is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Company shall pay to the Employee, in immediately available funds, at the time that such additional amount of excise tax is finally determined, an additional payment ("Additional Gross Up Payment") equal to such additional amount of excise tax and any federal, state and local taxes thereon, plus all interest and penalties, if any, owed by the Employee with respect to such additional amount of excise and other tax. (5) The Company shall have the right to challenge, on Employee's behalf, any excise tax assessment against him as to which Employee is entitled to (or would be entitled if such assessment is finally determined to be proper) a Gross Up Payment or Additional Gross Up Payment, provided that all costs and expenses incurred in such a challenge shall be borne by the Company and the Company shall indemnify the Employee and hold him harmless, on an after-tax basis, from any excise or other tax (including interest and penalties with respect thereto) imposed as a result of such payment of costs and expenses by the Company.

Excise Tax Indemnification. (1i) In the event that any payments or benefits provided or to be provided to the Employee Executive pursuant to this Agreement, in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any SubsidiariesCompany, constitute "“excess parachute payments" ” under Section 280G 2800 of the Code Code, and are subject to excise tax under Section 4999 of the Code, the Company shall pay to Employee reimburse Executive, in cash cash, an additional amount equal to the amount of the Gross Up Payment as defined below. The "“Gross Up Payment" ” shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by Employee Executive (net of such excise tax and any federal, state and local tax on the Company's ’s payment to him attributable to such excise tax) equals the amount of such payments and value of such benefits as he would receive in the absence of such excise tax and any federal, state and local tax on the Company's ’s payment to him attributable to such excise tax. The Company shall pay reimbursement Executive an amount equal to the Gross Up Payment within thirty (30) days after by no later than the Date end of Termination subject Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to Section 11(m)(5)the requiring taxing authority. (2ii) For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Company's ’s independent auditors in accordance with the principles of Section 280G(d)(32800(d)(3) and (4) of the Code. (3iii) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(15(f)(i) hereof is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Company, Employee Executive shall repay to the Company, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment. (4iv) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(15(f)(i) hereof is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Company shall pay to the Employeereimburse Executive, in immediately available funds, at the time that such additional amount of excise tax is finally determined, an additional payment ("“Additional Gross Up Payment"”) equal to such additional amount of excise tax and any federal, state and local taxes thereon, plus all interest and penalties, if any, owed by the Employee Executive with respect to such additional amount of excise and other taxtax by no later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to the requiring authority. (5) The Company shall have the right to challenge, on Employee's behalf, any excise tax assessment against him as to which Employee is entitled to (or would be entitled if such assessment is finally determined to be proper) a Gross Up Payment or Additional Gross Up Payment, provided that all costs and expenses incurred in such a challenge shall be borne by the Company and the Company shall indemnify the Employee and hold him harmless, on an after-tax basis, from any excise or other tax (including interest and penalties with respect thereto) imposed as a result of such payment of costs and expenses by the Company.