Common use of Golden Parachute Gross-Up Clause in Contracts

Golden Parachute Gross-Up. (a) If the aggregate of the benefit payments under this Agreement and the Stock Option Agreements would cause the payment of one or more of such benefit payments to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then Employer will pay to the Internal Revenue Service for the account of Employee, when Employee's underlying tax liability is due and payable (but subject to paragraphs (b), (c) and (d) below), an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by Employee, after deduction of any (i) excise tax on the payments under this Agreement and the Stock Option Agreements, (ii) 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 Employee would have received under this Agreement and the Stock Option Agreements, 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.

Golden Parachute Gross-Up. (a) If the aggregate of the benefit payments under this Agreement and the Stock Option Agreements Agreement would cause the payment of one or more of such benefit payments to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then Employer will pay to the Internal Revenue Service for the account of Employee, when Employee's underlying tax liability is due and payable (but subject to paragraphs (b), (c) and (d) below), an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by Employee, after deduction of any (i) excise tax on the payments under this Agreement and the Stock Option AgreementsAgreement, (ii) 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 Employee would have received under this Agreement and the Stock Option AgreementsAgreement, 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.