Common use of Gross Up for Taxes Clause in Contracts

Gross Up for Taxes. If Executive receives any payment or acceleration of benefits under any benefit, compensation, or incentive plan or arrangement with the Employer pursuant to Section 8(c) or 8(d) (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Section 280G and Section 4999 of the Internal Revenue Code of 1986 (the “Excise Tax”), the Employer shall also pay to Executive (i) an amount equal to the Excise Tax payable by Executive under Section 4999 on the Total Benefits (the “Excise Tax Payment”) and (ii) an amount necessary to provide the Excise Tax Payment net of all income, payroll, and excise taxes. Together, the all amounts described in clauses (i) and (ii) are referred to in this Employment Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount shall be made in addition to any other amounts payable under this Agreement, and shall be made no later than the time the Excise Tax is required to be paid by Executive or withheld by the Employer. For purposes of determining the Gross-Up Payment Amount, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar years in which the Gross-Up Payment Amount is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of employment, net of the reduction in federal income taxes that can be obtained from deduction of state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of state and local income taxes that would otherwise be deductible by Executive, and applicable federal FICA and Medicare withholding taxes). All determinations required to be made under this Section 8(e) – including whether and when any Excise Tax is payable by Executive, whether and when a Gross-Up Payment Amount is required, the amount of the Gross-Up Payment Amount, the assumptions to be used to arrive at the determination and any subsequent adjustments to the Gross-Up Payment Amount (collectively, the “Determination”) – shall be made by the certified public accounting firm that is retained by the Employer as of the date immediately prior to the Change of Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employer and Executive within 15 business days after receipt of a written request from the Employer or Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. The Employer shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion to that effect and to the effect that failure to report Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding on the Employer and Executive. Because of the uncertainty when the Determination is made whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If after a Determination by the Accounting Firm Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment. The Underpayment (together with any interest payable thereon) shall be paid promptly by the Employer to or for the benefit of Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse Executive for the Excise Tax, the Accounting Firm shall determine the amount of the Overpayment. The Overpayment shall be paid promptly by the Executive to or for the benefit of the Employer. Provided that Executive’s expenses are reimbursed by the Employer, Executive shall cooperate with any reasonable requests by the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Gross Up for Taxes. If Executive receives any payment or acceleration of benefits under any benefit, compensation, or incentive plan or arrangement with the Employer pursuant to Section 8(c) or 8(d) (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Section 280G and Section 4999 of the Internal Revenue Code of 1986 (the “Excise Tax”), the Employer shall also pay to Executive (i) an amount equal to the Excise Tax payable by Executive under Section 4999 on the Total Benefits (the “Excise Tax Payment”) and (ii) an amount necessary to provide the Excise Tax Payment net of all income, payroll, and excise taxes. Together, the all amounts described in clauses (i) and (ii) are referred to in this Employment Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount shall be made in addition to any other amounts payable under this Agreement, and shall be made no later than the time the Excise Tax is required to be paid by Executive or withheld by the Employer. For purposes of determining the Gross-Up Payment Amount, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar years in which the Gross-Up Payment Amount is to be made and state and local income 9 taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of employment, net of the reduction in federal income taxes that can be obtained from deduction of state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of state and local income taxes that would otherwise be deductible by Executive, and applicable federal FICA and Medicare withholding taxes). All determinations required to be made under this Section 8(e) – including whether and when any Excise Tax is payable by Executive, whether and when a Gross-Up Payment Amount is required, the amount of the Gross-Up Payment Amount, the assumptions to be used to arrive at the determination and any subsequent adjustments to the Gross-Up Payment Amount (collectively, the “Determination”) – shall be made by the certified public accounting firm that is retained by the Employer as of the date immediately prior to the Change of Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employer and Executive within 15 business days after receipt of a written request from the Employer or Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. The Employer shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion to that effect and to the effect that failure to report Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding on the Employer and Executive. Because of the uncertainty when the Determination is made whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If after a Determination by the Accounting Firm Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment. The Underpayment (together with any interest payable thereon) shall be paid promptly by the Employer to or for the benefit of Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse Executive for the Excise Tax, the Accounting Firm shall determine the amount of the Overpayment. The Overpayment shall be paid promptly by the Executive to or for the benefit of the Employer. Provided that Executive’s expenses are reimbursed by the Employer, Executive shall cooperate with any reasonable requests by the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax. 9.

Gross Up for Taxes. (i) If the Executive receives any the cash payment or under Section 5(a) and acceleration of benefits under any benefit, compensation, or incentive plan or arrangement with the Employer pursuant to Section 8(c) or 8(d) (collectively, the “"Total Benefits”"), and if any part of the Total Benefits is subject to excise taxes (the "Excise Tax Tax") under Section section 280G and Section section 4999 of the Internal Revenue Code of 1986 1986, as amended (the “Excise Tax”"Code"), the Employer shall also pay to the Executive at the time specified in subsection (iiii) below an additional amount equal to (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax payable by Executive under Section 4999 on the Total Benefits (the “Excise Tax Payment”) and (ii) an amount necessary to provide the Excise Tax Payment net of all incomeany U.S federal, payrollstate, and excise taxes. Together, the all amounts described in clauses (i) and (ii) are referred to in this Employment Agreement as the “Gross-Up Payment Amount.” Payment of for local income or payroll tax upon the Gross-Up Payment Amount Payment, but before deduction for any U.S. federal, state and local income or payroll tax on the Total Benefits, shall be made in addition equal to any other amounts payable under this Agreement, and shall be made no later than the time the Excise Tax is required to be paid by Executive or withheld by the EmployerTotal Benefits. For purposes of determining calculating the Gross-Up Payment AmountPayment, the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal federal, state or local income taxation in for the calendar years year in which the Gross-Up Payment Amount is to be made. (ii) Subject to any determination made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of employment, net of the reduction in federal income taxes that can be obtained from deduction of state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in Service (the amount of itemized deductions allowable "IRS"), all determinations as to Executive applies first to reduce the amount of state and local income taxes that would otherwise be deductible by Executive, and applicable federal FICA and Medicare withholding taxes). All determinations required to be made under this Section 8(e) – including whether and when any Excise Tax is payable by Executive, whether and when a Gross-Up Payment Amount is requiredrequired and the amount of Gross-Up Payment and the assumptions to be used in arriving at the determination shall be made by the Employer's independent certified public accountants or tax counsel selected by such accountants or both (the "Accountants") in accordance with the principles of section 280G of the Code. All fees and expenses of the Accountants will be borne by the Employer. Subject to any determinations made by the IRS, determinations of the Accountants under this Agreement with respect to (x) the initial amount of any Gross-Up Payment and (y) any subsequent adjustment of such payment shall be binding on the Employer and the Executive. (iii) The Gross-Up Payment calculated pursuant to Section 5(f)(ii) shall be paid no later than the 30th day following an event occurring that subjects the Executive to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be reasonably determined on or before such day, the Employer shall pay to the Executive the amount of the Gross-Up Payment Amount, the assumptions to be used to arrive at no later than 10 days following the determination and any subsequent adjustments to of the Gross-Up Payment Amount (collectively, the “Determination”) – shall be made by the certified public accounting firm that is retained by Accountants. Notwithstanding the Employer as of the date immediately prior to the Change of Control (the “Accounting Firm”)foregoing, which shall provide detailed supporting calculations both to the Employer and Executive within 15 business days after receipt of a written request from the Employer or Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. The Employer shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion to that effect and to the effect that failure to report Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding on the Employer and Executive. Because of the uncertainty when the Determination is made whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If after a Determination by the Accounting Firm Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment. The Underpayment (together with any interest payable thereon) shall be paid promptly by the Employer to or for the benefit of Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse Executive for the Excise Tax, the Accounting Firm shall determine the amount of the Overpayment. The Overpayment shall be paid promptly by the Executive to or for the benefit of the Employer. Provided Executive no later than 15 business days prior to the date by which the Executive is required to pay the Excise Tax or any portion of the Gross-Up Payment to any federal, state or local taxing authority, without regard to extensions. (iv) In the event that Executive’s expenses are reimbursed the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, the Executive shall repay to the Employer, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by the Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-Up Payment to be refunded to the Employer has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Executive and interest payable to the Employer shall not exceed the interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Employer shall cooperate in good faith in determining the course of action to be pursued (and the method of allocating the expense thereof) if the Executive's claim for refund or credit is denied. However, if agreement cannot be reached, the Employer shall decide the appropriate course of action to pursue provided that the action does not adversely affect any issues the Executive may have with any reasonable requests respect to his tax return, other than the Excise Tax. (v) In the event that the Excise Tax is later determined by the Accountants or the IRS to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Employer shall make an additional Gross-Up Payment to or for the benefit of the Executive in respect of such excess (plus any contests interest or disputes penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (vi) In the event of any controversy with the Internal Revenue Service relating IRS (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Employer to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive. In the event issues are interrelated, the Executive and the Employer shall in good faith cooperate so as not to jeopardize resolution of either or any issue. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the representative of the Employer to accompany the Executive, and the Executive and the Executive's representative shall cooperate with the Employer and its representative. (vii) The Employer shall be responsible for all charges of the Accountant. (viii) The Employer and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any oral communications, with any taxing authority regarding the Excise Tax.

Gross Up for Taxes. If Executive receives any payment or acceleration of benefits under any benefit, compensation, or incentive plan or arrangement with the Employer pursuant to Section 8(c) or 8(d) (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Section 280G and Section 4999 of the Internal Revenue Code of 1986 (the “Excise Tax”), the Employer shall also pay to Executive (i) an amount equal to the Excise Tax payable by Executive under Section 4999 on the Total Benefits (the “Excise Tax Payment”) and (ii) an amount necessary to provide the Excise Tax Payment net of all income, payroll, and excise taxes. Together, the all amounts described in clauses (i) and (ii) are referred to in this Employment Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount shall be made in addition to any other amounts payable under this Agreement, and shall be made no later than the time the Excise Tax is required to be paid by Executive or withheld by the Employer. For purposes of determining the Gross-Up Payment Amount, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar years in which the Gross-Up Payment Amount is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of employment, net of the reduction in federal income taxes that can be obtained from deduction of state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to Executive applies first to reduce the amount of state and local income taxes that would otherwise be deductible by Executive, and applicable federal FICA and Medicare withholding taxes). All determinations required to be made under this Section 8(e) – - including whether and when any Excise Tax is payable by Executive, whether and when a Gross-Up Payment Amount is required, the amount of the Gross-Up Payment Amount, the assumptions to be used to arrive at the determination and any subsequent adjustments to the Gross-Up Payment Amount (collectively, the “Determination”) – - shall be made by the certified public accounting firm that is retained by the Employer as of the date immediately prior to the Change of Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employer and Executive within 15 business days after receipt of a written request from the Employer or Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. The Employer shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion to that effect and to the effect that failure to report Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding on the Employer and Executive. Because of the uncertainty when the Determination is made whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If after a Determination by the Accounting Firm Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment. The Underpayment (together with any interest payable thereon) shall be paid promptly by the Employer to or for the benefit of Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse Executive for the Excise Tax, the Accounting Firm shall determine the amount of the Overpayment. The Overpayment shall be paid promptly by the Executive to or for the benefit of the Employer. Provided that Executive’s expenses are reimbursed by the Employer, Executive shall cooperate with any reasonable requests by the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Gross Up for Taxes. (i) If the Executive receives any the cash payment or under Section 5(a) and acceleration of benefits under any benefit, compensation, or incentive plan or arrangement with the Employer pursuant to Section 8(c) or 8(d) (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to excise taxes (the “Excise Tax Tax”) under Section section 280G and Section section 4999 of the Internal Revenue Code of 1986 1986, as amended (the “Excise TaxCode”), the Employer shall also pay to the Executive at the time specified in subsection (iiii) below an additional amount equal to the Excise Tax payable by Executive under Section 4999 on the Total Benefits (the “Excise Tax Payment”) and (ii) an amount necessary to provide the Excise Tax Payment net of all income, payroll, and excise taxes. Together, the all amounts described in clauses (i) and (ii) are referred to in this Employment Agreement as the “Gross-Up Payment Amount.” Payment Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Benefits and any U.S federal, state, and for local income or payroll tax upon the Gross-Up Payment Amount Payment, but before deduction for any U.S. federal, state and local income or payroll tax on the Total Benefits, shall be made in addition equal to any other amounts payable under this Agreement, and shall be made no later than the time the Excise Tax is required to be paid by Executive or withheld by the EmployerTotal Benefits. For purposes of determining calculating the Gross-Up Payment AmountPayment, the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal federal, state or local income taxation in for the calendar years year in which the Gross-Up Payment Amount is to be made. (ii) Subject to any determination made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of employment, net of the reduction in federal income taxes that can be obtained from deduction of state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in Service (the amount of itemized deductions allowable “IRS”), all determinations as to Executive applies first to reduce the amount of state and local income taxes that would otherwise be deductible by Executive, and applicable federal FICA and Medicare withholding taxes). All determinations required to be made under this Section 8(e) – including whether and when any Excise Tax is payable by Executive, whether and when a Gross-Up Payment Amount is requiredrequired and the amount of Gross-Up Payment and the assumptions to be used in arriving at the determination shall be made by the Employer’s independent certified public accountants or tax counsel selected by such accountants or both (the “Accountants”) in accordance with the principles of section 280G of the Code. All fees and expenses of the Accountants will be borne by the Employer. Subject to any determinations made by the IRS, determinations of the Accountants under this Agreement with respect to (x) the initial amount of any Gross-Up Payment and (y) any subsequent adjustment of such payment shall be binding on the Employer and the Executive. (iii) The Gross-Up Payment calculated pursuant to Section 5(f)(ii) shall be paid no later than the 30th day following an event occurring that subjects the Executive to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be reasonably determined on or before such day, the Employer shall pay to the Executive the amount of the Gross-Up Payment Amount, the assumptions to be used to arrive at no later than 10 days following the determination and any subsequent adjustments to of the Gross-Up Payment Amount (collectively, the “Determination”) – shall be made by the certified public accounting firm that is retained by Accountants. Notwithstanding the Employer as of the date immediately prior to the Change of Control (the “Accounting Firm”)foregoing, which shall provide detailed supporting calculations both to the Employer and Executive within 15 business days after receipt of a written request from the Employer or Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. The Employer shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion to that effect and to the effect that failure to report Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding on the Employer and Executive. Because of the uncertainty when the Determination is made whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If after a Determination by the Accounting Firm Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment. The Underpayment (together with any interest payable thereon) shall be paid promptly by the Employer to or for the benefit of Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse Executive for the Excise Tax, the Accounting Firm shall determine the amount of the Overpayment. The Overpayment shall be paid promptly by the Executive to or for the benefit of the Employer. Provided Executive no later than 15 business days prior to the date by which the Executive is required to pay the Excise Tax or any portion of the Gross-Up Payment to any federal, state or local taxing authority, without regard to extensions and shall be subject to any delay required by Section 15. (iv) In the event that Executive’s expenses are reimbursed the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, the Executive shall repay to the Employer, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by the Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-Up Payment to be refunded to the Employer has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Executive and interest payable to the Employer shall not exceed the interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Employer shall cooperate in good faith in determining the course of action to be pursued (and the method of allocating the expense thereof) if the Executive’s claim for refund or credit is denied. However, if agreement cannot be reached, the Employer shall decide the appropriate course of action to pursue provided that the action does not adversely affect any issues the Executive may have with any reasonable requests respect to his tax return, other than the Excise Tax. (v) In the event that the Excise Tax is later determined by the Accountants or the IRS to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Employer shall make an additional Gross-Up Payment to or for the benefit of the Executive in respect of such excess (plus any contests interest or disputes penalties payable with respect to such excess) at the time that the amount of such excess is finally determined; provided, that such payment shall be made no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes to any federal, state or local taxing authority. (vi) In the event of any controversy with the Internal Revenue Service relating IRS (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Employer to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive. In the event issues are interrelated, the Executive and the Employer shall in good faith cooperate so as not to jeopardize resolution of either or any issue. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the representative of the Employer to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Employer and its representative. (vii) The Employer shall be responsible for all charges of the Accountant. Any amounts paid pursuant to this Section 5(f)(vii) shall be made no later than the last day of the calendar year following the year in which the expenses were incurred. In no event shall the amount of expenses eligible for payment by the Company under this Section 5(f)(vii) for any calendar year affect the expenses eligible for payment in another calendar year, and in no event may the right to payments under this paragraph be liquidated or exchanged for any other right or benefit. (viii) The Employer and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any oral communications, with any taxing authority regarding the Excise Tax.