Common use of Golden Parachute Gross-Up Payment Clause in Contracts

Golden Parachute Gross-Up Payment. In the event it shall be determined that any payments due under this Agreement would be subject to an excise tax imposed by Section 4999 of the Code, or any interest or penalties (an “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of Federal and state income tax and Excise Tax imposed upon the Gross-Up Payment, Executive will have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payments. All determinations required to be made under this Section 13(a), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to a Change-in-Control of the Corporation (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Corporation and Executive. Any Gross-Up Payment, as determined pursuant to this Section 13(a), shall be paid by the Company to Executive within ten (10) days of the determination. The determination by the Accounting Firm shall be binding upon the Corporation and Executive.

Golden Parachute Gross-Up Payment. In the event it shall be determined that any payments due under this Agreement would be subject to an excise tax imposed by Section 4999 of the Code, or any interest or penalties (an “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of Federal and state income tax and Excise Tax imposed upon the Gross-Up Payment, Executive will have received an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payments. All determinations required to be made under this Section 13(a), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to a Change-in-Change in Control of the Corporation (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Corporation and Executive. Any Gross-Up Payment, as determined pursuant to this Section 13(a), shall be paid by the Company to Executive within ten (10) days of the determination. The determination by the Accounting Firm shall be binding upon the Corporation and Executive.