Common use of Golden Parachute Excise Tax Clause in Contracts

Golden Parachute Excise Tax. In the event that the benefits provided for in this Agreement or otherwise payable to Executive (including, but not by way of limitation, any accelerated vesting on stock options) (the "Total Payments") would subject Executive to the excise tax (the "Excise Tax") imposed under Section 4999 of the Code, then the Company will pay Executive (i) an amount sufficient to pay such excise tax, and (ii) an additional amount sufficient to pay the excise tax and federal and state income taxes arising from the payments made by the Company pursuant to this sentence. Any amount required to paid to Executive under this Section 6 will be paid to him (and/or paid to the appropriate authorities as tax withholding on Executive's behalf) no later than five (5) days prior to the time when the excise and/or income taxes are due. In addition, the Company will use its reasonable best efforts to pay the amount to Executive or the appropriate authorities as early as administratively practicable after the amount of the excise tax is determined, but in no event will the Company be required to pay the amount earlier than sixty (60) days before the excise tax is due. The determination of Executive's excise tax liability and the amount, if any, required to be paid under this Section 6 will be made in writing by the Company's independent auditors (the "Accountants"). For purposes of making the calculations required by this Section 6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6. The Company will pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6.

Golden Parachute Excise Tax. In the event that the benefits provided for in this Agreement or otherwise payable to Executive (including, but not by way of limitation, any accelerated vesting on stock options) (the "Total PaymentsTOTAL PAYMENTS") would subject Executive to the excise tax (the "Excise Tax") imposed under Section 4999 of the Code, then the Company will pay Executive (i) an amount sufficient to pay such excise tax, and (ii) an additional amount sufficient to pay the excise tax and federal and state income taxes arising from the payments made by the Company pursuant to this sentence; provided, however, that in no event will the Company be required to pay the Executive more than $2,000,000 pursuant to this Section 6(b). Any amount required to paid to Executive under this Section 6 6(b) will be paid to him (and/or paid to the appropriate authorities as tax withholding on Executive's behalf) no later than five (5) days prior to the time when the excise and/or income taxes are due. In addition, the Company will use its reasonable best efforts to pay the amount to Executive or the appropriate authorities as early as administratively practicable after the amount of the excise tax is determined, but in no event will the Company be required to pay the amount earlier than sixty (60) days before the excise tax is due. The determination of Executive's excise tax liability and the amount, if any, required to be paid under this Section 6 6(b) will be made in writing by the Company's independent auditors (the "Accountants"). For purposes of making the calculations required by this Section 66(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 68(b). The Company will pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 66(b).

Golden Parachute Excise Tax. (a) In the event that the benefits provided for in this Agreement or otherwise payable provided by the Company (or any subsidiary thereof) to Executive the Employee (including, but not by way of limitation, any accelerated vesting on stock options) (the "“Total Payments"”) would subject Executive the Employee to the an excise tax (the "“Excise Tax"”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company (or any subsidiary thereof that employs the Employee at such time) will pay Executive the Employee (i) an amount sufficient to pay such the excise tax, and (ii) an additional amount sufficient to pay the excise tax Excise Tax and federal federal, state and state local income and employment taxes arising from the payments made by the Company (or any subsidiary thereof that employs the Employee at such time) pursuant to this sentence. Any amount required to paid to Executive under this Section 6 will be paid to him (and/or paid the Employee pursuant to the appropriate authorities preceding sentence shall be referred to as tax withholding on Executive's behalfthe “Gross-Up Payment.” (b) no later than five (5) days prior to the time when the excise and/or income taxes are due. In addition, the Company will use its reasonable best efforts to pay the amount to Executive or the appropriate authorities as early as administratively practicable after the amount of the excise tax is determined, but in no event will the Company be required to pay the amount earlier than sixty (60) days before the excise tax is due. The determination of Executive's excise tax the Employee’s Excise Tax liability and the amount, if any, required to be paid under this Section 6 4 will be made in writing by the Company's ’s independent auditors (the "“Accountants"”). For purposes of making the calculations required by this Section 64, the Employee shall be deemed to pay federal, state and local income taxes at the highest marginal rate in effect in the calendar year in which the Gross-Up Payment will be made, based on the Employee’s residence. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company (or any subsidiary thereof that employs the Employee at such time) and the Executive will Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 64. The Company will pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 64. (c) The Accountants shall determine the Gross-Up Payment as soon as practicable after the Employee’s termination of employment (but in no event later than 15 days after the termination). In addition, the Accountants shall make a determination of any Gross-Up Payment prior to termination of employment upon written request of the Employee and assuming the Employee has a reasonable basis for believing that the or she may be entitled to a Gross-Up Payment prior to termination of employment. The Gross-Up Payment shall be paid to the Employee within five days after the Accountants’ determination. In the event that the initial Gross-Up Payment made to the Employee is finally determined to be too large or small, the following rules shall apply. If the initial Gross-Up Payment was too small, the Company (or any subsidiary thereof that employs the Employee at such time) shall promptly made an additional payment to the Employee equal to the shortfall (plus any interest, penalties or additional payable by executive with respect to such excess). If the initial Gross-Up Payment is too large, then the Employee shall repay the amount o£ the excess to the Company (or any subsidiary that has made such payment to the Employee), plus interest on the amount of such repayment at 120% of the applicable federal rate provided in section 1274 of the Code, but only to the extent that such repayment by the Employee would result in a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes). The Executive and the Company (or any subsidiary thereof that employs the Employee at such time) shall each reasonably cooperate, with the other in connection with any administrative or judicial proceedings concerning the existence or amount of the Excise Tax with respect to the Total Payments (and associated income taxes, penalties and interest).

Golden Parachute Excise Tax. (a) In the event that the benefits provided for in this Agreement or otherwise payable provided by the Company (or any subsidiary thereof) to Executive the Employee (including, but not by way of limitation, any accelerated vesting on stock options) (the "“Total Payments"”) would subject Executive the Employee to the an excise tax (the "“Excise Tax"”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company (or any subsidiary thereof that employs the Employee at such time) will pay Executive the Employee (i) an amount sufficient to pay such the excise tax, and (ii) an additional amount sufficient to pay the excise tax Excise Tax and federal federal, state and state local income and employment taxes arising from the payments made by the Company (or any subsidiary thereof that employs the Employee at such time) pursuant to this sentence. Any amount required to paid to Executive under this Section 6 will be paid to him (and/or paid the Employee pursuant to the appropriate authorities preceding sentence shall be referred to as tax withholding on Executive's behalfthe “Gross-Up Payment.” (b) no later than five (5) days prior to the time when the excise and/or income taxes are due. In addition, the Company will use its reasonable best efforts to pay the amount to Executive or the appropriate authorities as early as administratively practicable after the amount of the excise tax is determined, but in no event will the Company be required to pay the amount earlier than sixty (60) days before the excise tax is due. The determination of Executive's excise tax the Employee’s Excise Tax liability and the amount, if any, required to be paid under this Section 6 4 will be made in writing by the Company's ’s independent auditors (the "“Accountants"”). For purposes of making the calculations required by this Section 64, the Employee shall be deemed to pay federal, state and local income taxes at the highest marginal rate in effect in the calendar year in which the Gross-Up Payment will be made, based on the Employee’s residence. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company (or any subsidiary thereof that employs the Employee at such time) and the Executive will Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 64. The Company will pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 64. (c) The Accountants shall determine the Gross-Up Payment as soon as practicable after the Employee’s termination of employment (but in no event later than 15 days after the termination). In addition, the Accountants shall make a determination of any Gross-Up Payment prior to termination of employment upon written request of the Employee and assuming the Employee has a reasonable basis for believing that the or she may be entitled to a Gross-Up Payment prior to termination of employment. The Gross-Up Payment shall be paid to the Employee within five days after the Accountants’ determination. In the event that the initial Gross-Up Payment made to the Employee is finally determined to be too large or small, the following rules shall apply. If the initial Gross-Up Payment was too small, the Company (or any subsidiary thereof that employs the Employee at such time) shall promptly made an additional payment to the Employee equal to the shortfall (plus any interest, penalties or additional payable by executive with respect to such excess). If the initial Gross-Up Payment is too large, then the Employee shall repay the amount of the excess to the Company (or any subsidiary that has made such payment to the Employee), plus interest on the amount of such repayment at 120% of the applicable federal rate provided in section 1274 of the Code, but only to the extent that such repayment by the Employee would result in a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes). The Executive and the Company (or any subsidiary thereof that employs the Employee at such time) shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of the Excise Tax with respect to the Total Payments (and associated income taxes, penalties and interest).