Common use of Golden Parachute Gross-Up Clause in Contracts

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0, (xx) federal, state or local income tax on the Gross-Up payment, and (iii) excise tax on the Gross-Up payment, to be equal to the aggregate remuneration the Executive would have received under Section 4, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph shall be resolved pursuant to paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph to Paragraph 4 shall also be deemed to include a reference to Paragraph 11 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 4 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx Paraxxxxx 0, (xx) federalxxxeral, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 4, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph 10Paragraph 8, and if Paragraph 11 9 applies, any reference in this Paragraph to Paragraph 4 shall also be deemed to include a reference to Paragraph 11 9 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 7 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0Paragraph 7, (xxii) federal, state or local income tax on the Gross-Up paymentXxxxxxx, and xxx (iiixxi) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 47, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph Paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph and to Paragraph 4 7 shall also be deemed to include a reference to Paragraph 11 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 7 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx Paraxxxxx 0, (xx) federalxxxeral, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 47, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph Paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph to Paragraph 4 7 shall also be deemed to include a reference to Paragraph 11 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 8 would cause the payment of one or more of such benefits to constitute an "excess parachute paragraph payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0Paragraph 8, (xxii) federal, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 4Paragraph 8, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however however, that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section Section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph 10Paragraph 11, and if Paragraph 11 12 applies, any reference in this Paragraph to Paragraph 4 8 shall also be deemed to include a reference to Paragraph 11 12 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 7 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx Paraxxxxx 0, (xx) federalxxxeral, state or local income tax on the Gross-Gross- Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 47, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph Paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph to Paragraph 4 7 shall also be deemed to include a reference to Paragraph 11 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 4 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's ’s expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 4 above would cause the payment of one or more of such benefits to constitute an "“excess parachute payment" ” as defined in Section 280G(b) of the Internal Revenue Code ("“Code"”), then the Company will pay to the Executive an additional amount in cash (the "“Gross-Up Payment"”) equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0Paragraph 4 above, (xxii) federal, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 44 above, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph section shall be made within ten (10) days after the termination of Executive's ’s employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph shall be resolved pursuant to paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph to Paragraph 4 shall also be deemed to include a reference to Paragraph 11 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 7 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx Paraxxxxx 0, (xx) federalxxxeral, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 47, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph Paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph to Paragraph 4 7 shall also be deemed to include a reference to Paragraph 11 II as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 8 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0Paragraph 8, (xxii) federal, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 48, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination Termination of Executive's employmentEmployment, provided however however, that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph 10Paragraph 11, and if Paragraph 11 12 applies, any reference in this Paragraph to Paragraph 4 8 shall also be deemed to include a reference to Paragraph 11 12 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's ’s expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 7 would cause the payment of one or more of such benefits to constitute an "“excess parachute payment" ” as defined in Section 280G(b) of the Internal Revenue Code ("“Code"”), then the Company will pay to the Executive an additional amount in cash (the "“Gross-Up Payment"”) equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx Pxxxxxxxx 0, (xx) federal, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 47, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's ’s employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph Paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph and to Paragraph 4 7 shall also be deemed to include a reference to Paragraph 11 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 8 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0Paragraph 8, (xxii) federal, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 4Paragraph 8, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however however, that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section Section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph 10Paragraph 11, and if Paragraph 11 12 applies, any reference in this Paragraph to Paragraph 4 8 shall also be deemed to include a reference to Paragraph 11 12 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 7 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx Paraxxxxx 0, (xx) federalxxxeral, state or local income tax on the Gross-Up paymentPayment, and (iii) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 47, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph Paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph and to Paragraph 4 7 shall also be deemed to include a reference to Paragraph 11 as well.

Golden Parachute Gross-Up. If, in the written opinion of a Big 5 4 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement Paragraph 7 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0Paragraph 7, (xxii) federal, state or local income tax on the Gross-Up paymentXxxxxxx, and xxx (iiixxx) excise tax on the Gross-Up paymentPayment, to be equal to the aggregate remuneration the Executive would have received under Section 47, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph Paragraph shall be resolved pursuant to paragraph Paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph and to Paragraph 4 7 shall also be deemed to include a reference to Paragraph 11 as well.