Common use of Gross-Up Payments Clause in Contracts

Gross-Up Payments. In the event it shall be determined that any payment, distribution or benefit made or provided by or on behalf of the Company to or for the benefit of the Executive (pursuant to this Agreement or contemplated hereunder) (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of Amended and Restated Change in Control Agreement 1986, as amended (the "Code"), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, being, collectively referred to as the "Excise Tax"), then the Company shall pay the Executive in cash an additional amount (the "Gross-Up Payment") such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including but not limited to 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 on the Payments. Notwithstanding the foregoing, no amount shall be paid under this Section 6, and the amounts payable to the Executive under this Agreement shall be reduced to the amount at which no such Excise Tax is payable, if the result of such reduction is to place Executive in the same or a better after-tax position than would result from making the additional payments provided under this Section.

Gross-Up Payments. In the event it shall be determined that any payment, distribution payment or the value of any benefit made received or provided to be received by or on behalf of the Company to or for the benefit of the Executive (in connection with the Executive's Termination or contingent upon a Change in Control, whether received or to be received pursuant to the terms of this Agreement or contemplated hereunder) of any other plan, arrangement or agreement (a the "PaymentPayments"), would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of Amended and Restated Change in Control Agreement 1986, as amended (the "Code"), or any interest comparable federal, state or penalties with respect to such local excise tax (such excise taxtaxes, together with any such interest and penalties, being, are hereinafter collectively referred to as the "Excise Tax"), then as determined as provided below, the Company shall pay to or for the benefit of the Executive in cash an additional amount (the "Gross-Up Payment") such thatthat the net amount retained by the Executive, after deduction of the Excise Tax on the Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section VII, and any interest, penalties or additions to tax payable by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including but not limited to income taxes (and any interest and penalties imposed with respect thereto) , shall be equal to the total value of the Payments. The intent of the parties is that the Company shall be solely responsible for and shall pay any Excise Tax on any Payments and the Excise Tax Gross-Up Payment and any income and employment taxes (including, without limitation, penalties and interest) imposed upon on any Gross-Up Payments as well as any loss of deduction caused by the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. Notwithstanding the foregoing, no amount shall be paid under this Section 6, and the amounts payable to the Executive under this Agreement shall be reduced to the amount at which no such Excise Tax is payable, if the result of such reduction is to place Executive in the same or a better after-tax position than would result from making the additional payments provided under this Section.

Gross-Up Payments. In the event it shall be determined that any payment, distribution or benefit made or provided by or on behalf of the Company or Parent to or for the benefit of the Executive (whether pursuant to this Agreement or contemplated hereunderotherwise) (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of Amended and Restated Change in Control Agreement 1986, as amended (the "Code"), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, being, collectively referred to as the "Excise Tax"), then the Company or Best Buy shall pay the Executive in cash an additional amount (the "Gross-Up Payment") such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including but not limited to 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 on the Payments. Notwithstanding the foregoing, no amount shall be paid under this Section 64, and the amounts payable to the Executive under this Agreement shall be reduced to the amount at which no such Excise Tax is payable, if the result of such reduction is to place Executive in the same or a better after-tax position than would result from making the additional payments provided under this Section.

Gross-Up Payments. In the event it shall be determined that any payment, distribution or benefit made or provided by or on behalf of the Company to or for the benefit Change in Control Agreement of the Executive (pursuant to this Agreement or contemplated hereunder) (a "“Payment"”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of Amended and Restated Change in Control Agreement 1986, as amended (the "“Code"”), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, being, collectively referred to as the "“Excise Tax"”), then the Company shall pay the Executive in cash an additional amount (the "“Gross-Up Payment"”) such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including but not limited to 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 on the Payments. Notwithstanding the foregoing, no amount shall be paid under this Section 6, and the amounts payable to the Executive under this Agreement shall be reduced to the amount at which no such Excise Tax is payable, if the result of such reduction is to place Executive in the same or a better after-tax position than would result from making the additional payments provided under this Section.