Common use of Gross-Up of Parachute Payments Clause in Contracts

Gross-Up of Parachute Payments. 5.1. To provide the Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides the Employee with various benefits in the event of termination of the Employee's employment with the Company during the Protected Period. If the Employee's employment is terminated following a "change in control" of the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), a portion of those benefits could be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 5 are important, and it is agreed that the Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code, in the event that a portion of the benefits payable to the Employee pursuant to this Agreement are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 5.

Gross-Up of Parachute Payments. 5.1. (i) To provide the Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides the Employee with various benefits in the event of termination of the Employee's employment with the Company during the Protected Period. If the Employee's employment is terminated following a "change in control" of the Company, within the meaning of Section 280G 28OG of the Internal Revenue Code of 1986, as amended (the "CODECode"), a portion of those benefits could be characterized as "excess parachute payments" within the meaning of Section 280G 28OG of the Code. The parties hereto acknowledge that the protections set forth in this Section 5 4 are important, and it is agreed that the Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code, in the event that a portion of the benefits payable to the Employee pursuant to this Agreement are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 54.