Common use of Gross-up for Certain Taxes Clause in Contracts

Gross-up for Certain Taxes. (a) If it is determined by Allstate’s independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate pursuant to this Agreement or otherwise, whether or not in connection with a Change of Control (such monetary or other benefits collectively, the “Potential Parachute Payments”), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 5.6 and 5.7, within five business days after such determination, pay Executive an amount (the “Gross-Up Payment”) equal to the product of:

Gross-up for Certain Taxes. (a) If it is determined by Allstate’s independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate pursuant to this Agreement or otherwise, whether or not in connection with a Change of Control (such monetary or other benefits collectively, the “Potential Parachute PaymentsPay­ments”), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 5.6 and 5.7, within five business days after such determination, pay Executive an amount (the “Gross-Up Payment”) equal to the product of:

Gross-up for Certain Taxes. (ai) If it is determined by Allstate’s the Company's independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate thereof pursuant to this Agreement or otherwise, whether or not in connection with a Change of in Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”"), is or will become subject to any excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 5.6 13(f) and 5.713(g), within five business days after such determination, pay Executive an amount (the “"Gross-Up Payment”") equal to the product of: