Common use of Gross-Up Payment Clause in Contracts

Gross-Up Payment. In the event it shall be determined that any payments and benefits called for under the Agreement and any Amendments thereto, together with any other payments and benefits (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement (a “Payment”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectively, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the payments.

Gross-Up Payment. In Notwithstanding anything to the contrary in this Agreement, in the event it shall be determined that any payments and benefits called payment or distribution made, or benefit provided (including, but not limited to, Section 4.6.3 hereof), by the Company to or for the benefit of Executive under the Agreement and any Amendments thereto, together with any other payments and benefits (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 4.6.5 (each, a “"Payment”) "), would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or any successor statute (the “Code”) similar excise tax, or any interest or penalties are incurred by the Executive with respect to such excise tax (collectively, such tax with any such interest and penalties being collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") from the Company in an amount such that after payment by the Executive of all taxes (including any Excise Tax, income tax or payroll tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In (i) If, during the event it shall be determined term of the Executive’s employment, there is a change in ownership or control of the Company that causes any payments and benefits called payment or distribution by the Company to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 5) (a “Payment”) would to be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute as amended (the “Code”) or (such excise tax, together with any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelytax, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In the event Notwithstanding anything else in this Agreement, if it shall be determined ---------------- is found that any or all of the payments and benefits called made to you, including but not limited to payments made by the Company, or under any plan or arrangement maintained by the Company, to you or for under the Agreement and any Amendments thereto, together with any your benefit (other payments and benefits (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to than any additional payments required under this Amended Agreement Section 8) (a “Payment”the "Payments") or any income you receive in the form of restricted stock of the Company or options of the Company, would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute (the “Code”) or you incur any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, collectively the “"Excise Tax”"), then the Executive shall be you are entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that that, after payment by the Executive of you pay all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains you will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments. The procedures for the calculation and contesting of any claim that such Excise Tax is due are set forth in the Addendum.

Gross-Up Payment. In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments and benefits called payment or distribution by or on behalf of the Company to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of the Executive as a result of a change in control (within the meaning of Section 280G of the Code) (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 3 (a “"Payment”")) would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986Code, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In the event If it shall be determined that any payments and benefits called for under the Agreement and any Amendments theretoamount, together with any other payments and benefits (whether right or benefit paid, distributed or treated as paid or distributed by the Company or any of its affiliates to or for Executive's benefit (other than any amounts payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 11) (a “"Payment”") would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute 1986 (the “"Code”) "), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount equal to the amount necessary such that after payment by the Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments. The procedures and conditions for reimbursement, in the event Executive is entitled to a Gross-Up Payment, are attached hereto as Exhibit A and incorporated herein by reference.

Gross-Up Payment. In the event it shall be determined that any payments and benefits called payment, benefit or distribution (or combination thereof) by the Company, or one or more trusts established by the Company for under the Agreement and any Amendments theretobenefit of its employees, together with any other payments and benefits to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, or otherwise), but determined without regard to including any additional payments required under this Amended Agreement Change of Control Payment paid in accordance with Sections 1.1(a) or 1.1(b) (a “Payment”) would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayment(s).

Gross-Up Payment. In the event If it shall be determined that the Corporation’s payment or provision of any payments and benefits called payment or benefit of any type to or for under the Agreement and any Amendments theretobenefit of the Executive, together with any other payments and benefits (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but otherwise (determined without regard to any additional payments required under this Amended Agreement Section 6) (a the “PaymentTotal Payments”) would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute as amended (the “Code”) (or any similar tax that may hereafter be imposed) or any interest or penalties are incurred by the Executive with respect to such the excise tax (collectivelythe excise tax, together with any interest and penalties, are collectively referred to as the “Excise Tax”), then Yellow shall pay the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after the Executive’s payment by the Executive of all taxes (including all federal, state or local taxes and any interest or penalties imposed with respect to such those taxes), includingincluding any Excise Tax, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsTotal Payments. Yellow shall pay the Gross-Up Payment promptly following the Accounting Firm’s (defined below) determination described in Section 6(b) or in accordance with Section 6(c).

Gross-Up Payment. In the event If it shall be determined that any payments and benefits called for under the Agreement and any Amendments theretoamount, together with any other payments and benefits (whether right or benefit paid, distributed or treated as paid or distributed by the Company or any of its affiliates to or for Executive’s benefit (other than any amounts payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 12) (a “Payment”) would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute 1986 (the “Code”) ), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount equal to the amount necessary such that after payment by the Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments. The procedures and conditions for reimbursement, in the event Executive is entitled to a Gross-Up Payment, are attached hereto as Exhibit A and incorporated herein by reference.

Gross-Up Payment. In the event it shall be is determined that any payments and benefits called for payment by the Company under the Agreement and any Amendments thereto, together with any other payments and benefits (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, otherwise (but determined without regard to any additional payments payment required under by this Amended Agreement Section 7.3 to or for the benefit of Executive (a “"Payment”")) would be subject to the excise tax (including interest and penalties) imposed under by Section 4999 of 333 the Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelytax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") but only if the Excise Tax becomes payable in connection with the change in control contemplated by the Merger Agreement. The Gross-Up Payment shall be in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments. All determinations under this Section shall be made by the Company's public accounting firm (with the fees thereof borne by the Company) and any Gross-Up Payment shall be made to Executive within five (5) business days after such final computation.

Gross-Up Payment. (a) In the event it shall be determined that any payments and benefits called payment or distribution by the Company or its affiliated companies to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 6) (a “Payment”) would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986Code, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In the event it shall be determined that Notwithstanding any payments and benefits called for under the Agreement and any Amendments thereto, together with any other payments and benefits (whether paid or payable or distributed or distributable pursuant to the terms contrary provision of this Agreement and except as provided below, if any payment, benefit, or otherwisedistribution by the Company, any Affiliate, or trusts established by the Company or any Affiliate for the benefit of its employees, to or for the benefit of the Employee (whether pursuant to this Agreement or otherwise but determined without regard to any additional payments required under this Amended Agreement Section 7) (each, a “Payment”) would is determined to be subject to the excise tax imposed under by the Code, including Section 4999 of the Internal Revenue Code of 1986Code, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive Employee with respect to such an excise tax (collectively, such excise tax and any such interest and penalties shall referred to as the “Excise Tax”), then the Executive Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that that, after payment by the Executive Employee of all taxes (including any applicable interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect theretopenalties) and Excise Tax imposed upon or related to the Gross-Up Payment, the Executive Employee retains an amount of the a Gross-Up Payment amount equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In Anything in this Agreement to the contrary or any termination of this Agreement notwithstanding, in the event it shall be determined that any payments and benefits called for under payment or distribution or benefit received or to be received by the Agreement and any Amendments thereto, together with any other payments and benefits (whether paid or payable or distributed or distributable Executive pursuant to the terms of this Agreement or any other payment or distribution or benefit made or provided by the Company or any of its affiliates, to or for the benefit of the Executive (whether pursuant to this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement ) (a “"Payment”") would be subject to the excise tax imposed under Section by section 4999 of the Internal Revenue Code of 1986Code, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “"Excise Tax”), then Tax"),then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below in this Section 9, in the event it shall be determined that any payments and benefits called payment or distribution by Centura to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 9) (a “"Payment”") would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In Anything in this Agreement to the event contrary notwithstanding, if it shall be is determined that any payments and benefits called payment or distribution by Xxxx to you or for under the Agreement and any Amendments thereto, together with any other payments and benefits your benefit (whether paid or payable or distributed or distributable pursuant to the terms of under this Agreement or otherwiseotherwise (including, without limitation, the acceleration of vesting of stock options), but determined without regard to any additional payments required under this Amended Agreement Exhibit B) (a “"Payment”") would be subject to the excise tax imposed under by Section 4999 of the United States Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive you with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, are collectively the “"Excise Tax”"), then the Executive shall you will be entitled to receive from Xxxx an additional payment (a “"Gross-Up Payment”) in "). The Gross-Up Payment will equal an amount such that after payment by the Executive you of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below in this Section 10, in the event it shall be determined that any payments and benefits called payment or distribution by Centura to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 10) (a “"Payment”") would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In the event (a) If it shall be determined that any payments and benefits called amount paid, distributed or treated as paid or distributed BY the Company to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Article 7) (a “"Payment”") would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, including without limitation, any income taxes (and including any interest and or penalties imposed with respect thereto) and Excise Tax imposed upon on the Gross-Up up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments, provided, however, that in no event will the amount of the Gross-Up Payment payable pursuant to this Article 7 exceed Five Million Dollars ($5,000,000.00).

Gross-Up Payment. In the event If it shall be is determined that any payments and benefits called for under payment or distribution by the Agreement and any Amendments thereto, together with any other payments and benefits (whether paid or payable or distributed or distributable Company to the Executive pursuant to the terms of this Agreement either Section 5(e) or otherwise, but Section 5(f) (determined without regard to any additional payments required under pursuant to this Amended Agreement sentence) (a “Payment”) would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute as amended (the “Code”), as an “excess parachute payment” under Section 280(G)(b) of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive with respect to each Payment an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In Anything to the contrary notwithstanding, in the event it shall be determined that any payments and benefits called payment, distribution or benefit made or provided by the Company to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement ) (a “"Payment”) "), would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute as amended (the “"Code”) "), or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, being collectively referred to as the “"Excise Tax”"), then the Company shall pay Executive shall be entitled to receive in cash an additional payment amount (a “the "Gross-Up Payment”") in an amount such that that, after payment by the Executive of all taxes (including any payroll or FICA taxes, and any interest or penalties imposed with respect to all such taxes), includingincluding but not limited to income taxes, without limitation, any income taxes determined at the maximum effective rate applicable thereto (and any interest and penalties imposed with respect thereto) ), and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon on the payments.Payments. An example of the calculation of the Gross-Up Payment is attached hereto as Exhibit A.

Gross-Up Payment. In the event it shall be determined that Notwithstanding any payments and benefits called for under the Agreement and any Amendments thereto, together with any other payments and benefits (whether paid or payable or distributed or distributable pursuant to the terms contrary provision of this Agreement and except as provided below, if any payment, benefit, or otherwisedistribution by the Company, any Affiliate, or trusts established by the Company or any Affiliate for the benefit of its employees, to or for the benefit of the Employee (whether pursuant to this Agreement or otherwise but determined without regard to any additional payments required under this Amended Agreement Section 7) (each, a “"Payment”") would is determined to be subject to the excise tax imposed under by the Code, including Section 4999 of the Internal Revenue Code of 1986Code, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive Employee with respect to such an excise tax (collectively, such excise tax and any such interest and penalties shall referred to as the “"Excise Tax”"), then the Executive Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that that, after payment by the Executive Employee of all taxes (including any applicable interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect theretopenalties) and Excise Tax imposed upon or related to the Gross-Up Payment, the Executive Employee retains an amount of the a Gross-Up Payment amount equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments and benefits called payment or distribution by or on behalf of the Company to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of the Executive as a result of a change in control (within the meaning of Section 280G of the Code) (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Section 3 (a “Payment”)) would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986Code, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments.

Gross-Up Payment. In the event (a) If it shall be determined that any payments and benefits called amount paid, distributed or treated as paid or distributed by the Company to or for under the Agreement and any Amendments thereto, together with any other payments and benefits benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Amended Agreement Article 7) (a “"Payment”") would be subject to the excise tax imposed under by Section 4999 of the Internal Revenue Code of 1986, or any successor statute (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (collectivelysuch excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, including without limitation, any income taxes (and including any interest and or penalties imposed with respect thereto) and Excise Tax imposed upon on the Gross-Up up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the paymentsPayments, provided, however, that in no event will the amount of the Gross-Up Payment payable pursuant to this Article 7 exceed Five Million Dollars ($5,000,000.00).