Common use of Gross Up for Taxes Clause in Contracts

Gross Up for Taxes. (a) Additional payment to account for excise taxes. If the Executive receives change-in-control benefits under this Agreement and acceleration of benefits under any other benefit, compensation, or incentive plan or arrangement with Cortland Bancorp or the Bank (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Internal Revenue Code sections 280G and 4999 (the “Excise Tax”), Cortland Bancorp shall pay to the Executive the following additional amounts, consisting of (x) a payment equal to the Excise Tax payable by the Executive under section 4999 on the Total Benefits (the “Excise Tax Payment”) and (y) a payment equal to 80% of the difference between (w) a full gross-up amount (including the Excise Tax Payment) that would provide to the Executive the Excise Tax Payment net of all income, payroll, and excise taxes and (v) the Excise Tax Payment. Together, the additional amounts described in clauses (x) and (y) are referred to in this Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount shall be in addition to the benefits set forth in section 1 and section 2.

Gross Up for Taxes. (a) Additional payment to account for excise taxes. If the Executive receives change-in-control benefits under this Agreement and acceleration of benefits under any other benefit, compensation, or incentive plan or arrangement with Cortland Bancorp or the Bank (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Internal Revenue Code sections 280G and 4999 (the “Excise Tax”), Cortland Bancorp shall pay to the Executive the following additional amounts, consisting of (x) a payment equal to the Excise Tax payable by the Executive under section 4999 on the Total Benefits (the “Excise Tax Payment”) and (y) a payment equal to 80% of the difference between (w) a full gross-up amount (including the Excise Tax Payment) that would provide to the Executive the Excise Tax Payment net of all income, payroll, and excise taxes and (v) the Excise Tax Payment. Together, the additional amounts described in clauses (x) and (y) are referred to in this Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount shall be in addition to the benefits set forth in section 1 and section 2. Despite anything in this Agreement to the contrary, however, the Executive shall not be entitled under this Agreement to any benefit specified in this section 3 for which the Executive is entitled to a substantially identical benefit under section 3 of the June 1, 2010 Severance Agreement.

Gross Up for Taxes. (a) Additional payment to account for excise taxes. If the Executive receives change-in-control benefits under this Agreement and acceleration of benefits under any other benefit, compensation, or incentive plan or arrangement with Cortland Bancorp or the Bank (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Internal Revenue Code sections 280G and 4999 (the “Excise Tax”), Cortland Bancorp shall pay to the Executive the following additional amounts, consisting of (x) a payment equal to the Excise Tax payable by the Executive under section 4999 on the Total Benefits (the “Excise Tax Payment”) and (y) a payment equal to 80% of the difference between (w) a full gross-gross- up amount (including the Excise Tax Payment) that would provide to the Executive the Excise Tax Payment net of all income, payroll, and excise taxes and (v) the Excise Tax Payment. Together, the additional amounts described in clauses (x) and (y) are referred to in this Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount shall be in addition to the benefits set forth in section 1 and section 2.