Common use of Excise Tax Payments Clause in Contracts

Excise Tax Payments. Notwithstanding any other provision to the contrary, if any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive’s termination of employment (a “Payment”) constitutes a “parachute payment” within the meaning of section 280G of the Code, and as a result thereof the Executive is subject to a tax under section 4999 of the Code, or any successor thereto, (“Excise Tax”) then such Payment shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Payment being subject to such Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of the Payment, notwithstanding that all or some portion of such Payment may be taxable under such Excise Tax. To the extent such Payment needs to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the Payments otherwise scheduled to occur latest. Executive agrees to cooperate fully with the Company to determine the benefits applicable under this Section 5. All determinations under this Section 5 shall be made by an independent tax counsel selected by the Company and reasonably acceptable to Executive. To the extent any Excise Tax payments are due by reason of any payment under this Agreement, Executive agrees to be solely liable for such Excise Tax payments.

Excise Tax Payments. Notwithstanding any other provision to the contrary, if any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive’s 's termination of employment (a “"Payment”") constitutes a “"parachute payment” " within the meaning of section 280G of the Code, and as a result thereof the Executive is subject to a tax under section 4999 of the Code, or any successor thereto, (“Excise Tax”) then such Payment shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Payment being subject to such Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of the Payment, notwithstanding that all or some portion of such Payment may be taxable under such Excise Tax. To the extent such Payment needs to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the Payments otherwise scheduled to occur latest. Executive agrees to cooperate fully with the Company to determine the benefits applicable under this Section 5. All determinations under this Section 5 shall be made by an independent tax counsel selected by the Company and reasonably acceptable to Executive. To the extent any Excise Tax payments are due by reason of any payment under this Agreement, Executive agrees to be solely liable for such Excise Tax payments.

Excise Tax Payments. Notwithstanding any other provision to the contrary, if any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive’s termination of employment (a “Payment”) constitutes a “parachute payment” within the meaning of section 280G of the Code, and as a result thereof the Executive is subject to a tax under section 4999 of the Code, or any successor thereto, (“Excise Tax”) then such Payment shall be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser extent which would result in no portion of such Payment being subject to such Excise Taxexcise tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such Excise Taxexcise tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of the Payment, notwithstanding that all or some portion of such Payment may be taxable under such Excise Taxexcise tax. To the extent such Payment needs to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the Payments otherwise scheduled to occur latestsoonest. Executive agrees to cooperate fully with the Company to determine the benefits applicable under this Section 5. All determinations under this Section 5 shall be made by an independent tax counsel selected by the Company and reasonably acceptable to Executive. To the extent any Excise Tax excise tax payments are due by reason of any payment under this AgreementSection 5, Executive agrees to be solely liable for such Excise Tax excise tax payments.