Common use of Excise Tax Payment Clause in Contracts

Excise Tax Payment. If any portion of the Severance Compensation payable upon a Termination following a Change in Control constitutes an Excess Parachute Payment, as hereinafter defined, such that an Excise Tax, as hereinafter defined, is due, Executive shall receive a one-time cash payment in an amount sufficient to cover (a) the full cost of the Excise Tax plus (b) Executive's federal, state and city income, employment and Excise Tax on this one-time cash payment and on all such iterative payments so that Executive is made entirely whole for the impact of the Excise Tax (collectively the "Gross-Up Payment"). United HealthCare shall calculate these amounts on a timely and accurate basis, and for this purpose Executive shall be deemed to be in the highest marginal rate of federal, state and city taxes. The Gross-Up Payment shall be made within 30 days following the effective date of Executive's employment termination. For purposes of this Agreement the term "Excess Parachute Payment" shall have the meaning set forth in Section 28OG of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes of this Agreement the term "Excise Tax" shall mean the tax imposed on an Excess Parachute Payment pursuant to Sections 28OG and 4999 of the Code. This Section 3D shall be the sole liability of United HealthCare to Executive upon the termination of this Agreement and Executive's employment hereunder, and shall replace and be in lieu of any payments or benefits which otherwise might be owed Executive under any other severance plan or program maintained by United HealthCare. Such compensation and benefits shall be conditioned on receipt by United HealthCare of a separation agreement and a release of claims by Executive on terms and conditions acceptable to United HealthCare in its sole discretion.

Excise Tax Payment. If any portion of the Severance Compensation payable upon a Termination following a Change in Control constitutes an Excess Parachute Payment, as hereinafter defined, such that an Excise Tax, as hereinafter defined, is due, Executive shall receive a one-time cash payment in an amount sufficient to cover (a) the full cost of the Excise Tax plus (b) Executive's federal, state and city income, employment and Excise Tax on this one-time cash payment and on all such iterative payments so that Executive is made entirely whole for the impact of the Excise Tax (collectively the "Gross-Up Payment"). United HealthCare shall calculate these amounts on a timely and accurate basis, and for this purpose Executive shall be deemed to be in the highest marginal rate of federal, state and city taxes. The Gross-Up Payment shall be made within 30 days following the effective date of Executive's employment termination. For purposes of this Agreement the term "Excess Parachute Payment" shall have the meaning set forth in Section 28OG 280G of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes of this Agreement the term "Excise Tax" shall mean the tax imposed on an Excess Parachute Payment pursuant to Sections 28OG 280G and 4999 of the Code. This Section 3D shall be the sole liability of United HealthCare to Executive upon the termination of this Agreement and Executive's employment hereunder, and shall replace and be in lieu of any payments or benefits which otherwise might be owed Executive under any other severance plan or program maintained by United HealthCare. Such compensation and benefits shall be conditioned on receipt by United HealthCare of a separation agreement and a release of claims by Executive on terms and conditions acceptable to United HealthCare in its sole discretion.

Excise Tax Payment. If any portion of the Severance Compensation payable upon a Termination following a Change rights and benefits or any other payment under this Agreement, or under any other agreement with, or plan of, Kaydon or its subsidiaries (in Control constitutes the aggregate, Total payments) would constitute an Excess Parachute Payment, as hereinafter defined, "excess parachute payment," such that an Excise Tax, as hereinafter defined, a gold parachute excise tax is due, the Executive shall receive a one-time cash be entitled to, in cash, an additional payment in an amount sufficient to cover (a) the full cost of the Excise Tax plus (b) excise tax and the Executive's federal, state and city income, Federal income and employment and Excise Tax taxes on this one-time cash excise tax payment, except to the extent Kaydon is obligated to provide such additional payment and on all such iterative payments so that to the Executive is made entirely whole for the impact of the Excise Tax (collectively the "Gross-Up Payment")under a separate plan or agreement. United HealthCare shall calculate these amounts on a timely and accurate basis, and for this purpose Executive shall be deemed to be in the highest marginal rate of federal, state and city taxes. The Gross-Up Payment This payment shall be made within 30 days as soon as possible following the effective date of the Executive's employment terminationTermination, but in no event later than thirty (30) calendar days of such date. In the event the Internal Revenue Service subsequently adjusts the excise tax computation described here, Kaydon shall reimburse the Executive for the full amount necessary to make the Executive whole (less any amounts received by the executive that the Executive would not have received had the computation initially been computed as subsequently adjusted), including the value of any underpaid excise tax, and any related interest and/or penalties due to the Internal Revenue Service. For purposes of this Agreement Agreement, the term terms "Excess Parachute Paymentgolden parachute excise tax" and "excess parachute payment," shall have the meaning set forth meanings assigned to such terms in Section 28OG Sections 280G and 4999 of the Internal Revenue Code Code. The specific arrangements referred to in this Section 3 are not intended to exclude Executive's participation in other benefit plans in which Executive currently participates or which are or may become available to executive personnel generally in the class or category of 1986Executive or to preclude other compensation or benefits as may be authorized by the Board of Directors from time to time. In addition to the rights and benefits of this Section 3. and any other rights or remedies available to Executive, as amended (the "Code"). For purposes Kaydon shall reimburse Executive in full for all attorneys' fees and costs reasonably incurred by Executive in enforcing or seeking enforcement of this Agreement the term "Excise Tax" shall mean the tax imposed on an Excess Parachute Payment pursuant against Kaydon or in seeking damages for Kaydon's failure to Sections 28OG and 4999 of the Code. This Section 3D shall be the sole liability of United HealthCare to Executive upon the termination of fully perform its obligations under this Agreement and Executive's employment hereunder, and shall replace and be in lieu of any payments or benefits which otherwise might be owed Executive under any other severance plan or program maintained by United HealthCare. Such compensation and benefits shall be conditioned on receipt by United HealthCare of a separation agreement and a release of claims by Executive on terms and conditions acceptable to United HealthCare in its sole discretionAgreement.

Excise Tax Payment. If any portion of the Severance Compensation payable upon a Termination following a Change in Control constitutes an Excess Parachute Payment, as hereinafter defined, such that an Excise Tax, as hereinafter defined, is due, Executive shall receive a one-time cash payment in an amount sufficient to cover (a) the full cost of the Excise Tax plus (b) Executive's federal, state and city income, employment and Excise Tax on this one-time cash payment and on all such iterative payments so that Executive is made entirely whole for the impact of the Excise Tax (collectively the "Gross-Up Payment"). United HealthCare shall calculate these amounts on a timely and accurate basis, and for this purpose Executive shall be deemed to be in the highest marginal rate of federal, state and city taxes. The Gross-Up Payment shall be made within 30 days following the effective date of Executive's employment termination. For purposes of this Agreement the term "Excess Parachute Payment" shall have the meaning set forth in Section 28OG of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes of this Agreement the term "Excise Tax" shall mean the tax imposed on an Excess Parachute Payment pursuant to Sections 28OG 280G and 4999 of the Code. This Section 3D shall be the sole liability of United HealthCare to Executive upon the termination of this Agreement and Executive's employment hereunder, and shall replace and be in lieu of any payments or benefits which otherwise might be owed Executive under any other severance plan or program maintained by United HealthCare. Such compensation and benefits shall be conditioned on receipt by United HealthCare of a separation agreement and a release of claims by Executive on terms and conditions acceptable to United HealthCare in its sole discretion.

Excise Tax Payment. If any portion of the Severance Compensation payable upon a Termination following a Change rights and benefits or any other payment under this Agreement, or under any other agreement with, or plan of, Kaydon or its subsidiaries (in Control constitutes the aggregate, Total Payments) would constitute an Excess Parachute Payment, as hereinafter defined, "excess parachute payment," such that an Excise Tax, as hereinafter defined, a golden parachute excise tax is due, the Executive shall receive a one-time cash be entitled to, in cash, an additional payment in an amount sufficient to cover (a) the full cost of the Excise Tax plus (b) excise tax and the Executive's federal, state and city income, Federal income and employment and Excise Tax taxes on this one-time cash excise tax payment, except to the extent Kaydon is obligated to provide such additional payment and on all such iterative payments so that to the Executive is made entirely whole for the impact of the Excise Tax (collectively the "Gross-Up Payment")under a separate plan or agreement. United HealthCare shall calculate these amounts on a timely and accurate basis, and for this purpose Executive shall be deemed to be in the highest marginal rate of federal, state and city taxes. The Gross-Up Payment This payment shall be made within 30 days as soon as possible following the effective date of the Executive's employment terminationTermination, but in no event later than thirty (30) calendar days of such date. In the event the Internal Revenue Service subsequently adjusts the excise tax computation described here, Kaydon shall reimburse the Executive for the full amount necessary to make the Executive whole (less any amount received by the executive that the Executive would not have received had the computations initially been computed as subsequently adjusted), including the value of any underpaid excise tax, and any related interest and/or penalties due to the Internal Revenue Service. For purposes of this Agreement Agreement, the term terms "Excess Parachute Paymentgolden parachute excise tax" and "excess parachute payment," shall have the meaning set forth meanings assigned to such terms in Section 28OG Sections 280G and 4999 of the Internal Revenue Code Code. The specific arrangements referred to in this Section 3 are not intended to exclude Executive's participation in other benefit plans in which Executive currently participates or which are or may become available to executive personnel generally in the class or category of 1986Executive or to preclude other compensation or benefits as may be authorized by the Board of Directors from time to time. In addition to the rights and benefits of this Section 3. and any other rights or remedies available to Executive, as amended (the "Code"). For purposes Kaydon shall reimburse Executive in full for all attorneys' fees and costs reasonably incurred by Executive in enforcing or seeking enforcement of this Agreement the term "Excise Tax" shall mean the tax imposed on an Excess Parachute Payment pursuant against Kaydon or in seeking damages for Kaydon's failure to Sections 28OG and 4999 of the Code. This Section 3D shall be the sole liability of United HealthCare to Executive upon the termination of fully perform its obligations under this Agreement and Executive's employment hereunder, and shall replace and be in lieu of any payments or benefits which otherwise might be owed Executive under any other severance plan or program maintained by United HealthCare. Such compensation and benefits shall be conditioned on receipt by United HealthCare of a separation agreement and a release of claims by Executive on terms and conditions acceptable to United HealthCare in its sole discretionAgreement.