Common use of Excise Tax Provision Clause in Contracts

Excise Tax Provision. (a) Notwithstanding any other provision of this Agreement, if a Change of Control occurs during the term of this Agreement, and any of the payments or benefits received or to be received by the Executive in connection with the Change of Control or the Executive’s termination of employment (whether pursuant to this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions cause a Change of Control or any Affiliate of the Company or such Person) (all such payments and benefits, including those under Section 4.1, but excluding any payment made under this Section 4.6, being “Initial Payments”) will be subject (in whole or in part) to an excise tax imposed by section 4999 of the Code or any similar tax (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of (i) any Excise Tax on the Initial Payments, (ii) any federal, state and local income and employment taxes on the Gross-Up Payment, (iii) any Medicare tax on the Gross-Up Payment, and (iv) the Excise Tax on the Gross-Up Payment, shall be equal to the Initial Payments.