Common use of Gross Ups Clause in Contracts

Gross Ups. (a) Notwithstanding any other provision in this Agreement to the contrary, and except as set forth below, in the event it shall be determined under the provisions of this Section 9 hereof that any payment or distribution by the Company, or by any successor or affiliate of the Company (the "Payor"), to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation any other Agreement, arrangement or agreement with such Payor, and including a determination (i) with regard to the value of any accelerated vesting of options or stock awards or other forms of compensation, if such vesting occurs as a result of a Change of Control; but (ii) without regard to any additional payments required or calculated under this Section 9) (a "Payment"), would be subject to the excise tax imposed by Internal Revenue Code Section 4999 (or any successor provision of the Internal Revenue Code), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax and 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") (which is itself payable subject to applicable tax withholdings). This Gross-Up Payment shall be equal to an amount such that the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments after paying all applicable federal, state and local income taxes, FICA and social security taxes owed with respect to such payment. The Company's obligation to make Gross-Up Payments under this Section 9 shall not be conditioned upon the Executive's termination of employment after any Change of Control. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in either the state and locality of the Executive's place of employment at the time of the Change of Control or in the state and locality of residence at the time or times of payment, as applicable, net of the maximum reduction in federal income taxes that could be obtained from the deduction of the state and local taxes.

Gross Ups. (a) Notwithstanding any other provision in this Agreement to the contrary, and except as set forth below, in the event it shall be determined under the provisions of this Section 9 8 hereof that any payment or distribution by the Company, or by any successor or affiliate of the Company (the "'Payor"'), to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation any other Agreement, arrangement or agreement with such Payor, and including a determination (i) with regard to the value of any accelerated vesting of options or stock awards or other forms of compensation, if such vesting occurs as a result of in connection with a Change of Control; but (ii) without regard to any additional payments required or calculated under this Section 9) 8) (a "'Payment"'), would be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (or any successor provision of the Internal Revenue Code), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax and 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"') (which is itself payable subject to applicable tax withholdings). This Gross-Up Payment shall be equal to an amount such that the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments after paying all applicable federal, state and local income taxes, FICA at the highest marginal rate and social security taxes owed with respect to such payment. The Company's ’s obligation to make Gross-Up Payments under this Section 9 8 shall not be conditioned upon the Executive's ’s termination of employment after any in connection with a Change of Control. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in either the state and locality of the Executive's ’s place of employment at the time of the Change of Control or in the state and locality of Executive’s residence at the time or times of payment, as applicable, and FICA at the highest marginal rate in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that could be obtained from the deduction of the state and local taxes.

Gross Ups. (a) Notwithstanding any other provision in this Agreement to the contrary, and except as set forth below, in the event it shall be determined under the provisions of this Section 9 8 hereof that any payment or distribution by the Company, or by any successor or affiliate of the Company (the "“Payor"”), to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation any other Agreement, arrangement or agreement with such Payor, and including a determination (i) with regard to the value of any accelerated vesting of options or stock awards or other forms of compensation, if such vesting occurs as a result of in connection with a Change of Control; but (ii) without regard to any additional payments required or calculated under this Section 9) 8) (a "“Payment"”), would be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (or any successor provision of the Internal Revenue Code), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax and 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"”) (which is itself payable subject to applicable tax withholdings). This Gross-Up Payment shall be equal to an amount such that the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments after paying all applicable federal, state and local income taxes, FICA and social security taxes owed with respect to such payment. The Company's ’s obligation to make Gross-Up Payments under this Section 9 8 shall not be conditioned upon the Executive's ’s termination of employment after any in connection with a Change of Control. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in either the state and locality of the Executive's ’s place of employment at the time of the Change of Control or in the state and locality of Executive’s residence at the time or times of payment, as applicable, net of the maximum reduction in federal income taxes that could be obtained from the deduction of the state and local taxes.

Gross Ups. (a) Notwithstanding any other provision in this Agreement to the contrary, and except as set forth below, in the event it shall be determined under the provisions of this Section 9 hereof 8 that any payment or distribution by the Company, or by any successor or affiliate of the Company (the "“Payor"”), to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation any other Agreement, arrangement or agreement with such Payor, and including a determination (i) with regard to the value of any accelerated vesting of options or stock awards or other forms of compensation, if such vesting occurs as a result of in connection with a Change of Control; but (ii) without regard to any additional payments required or calculated under this Section 9) 8) (a "“Payment"”), would be subject to the excise tax imposed by Internal Revenue Code Section 4999 of the Code (or any successor provision of the Internal Revenue Code), or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax and any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) (which is itself payable subject to applicable tax withholdings). This Gross-Up Payment shall be equal to an amount such that the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments after paying all applicable federal, state and local income taxes, FICA at the highest marginal rate (currently, as of the date of this Agreement, 2.35%) and social security taxes owed with respect to such payment. The Company's ’s obligation to make Gross-Up Payments under this Section 9 8 shall not be conditioned upon the ExecutiveEmployee's termination of employment after any in connection with a Change of Control. For purposes of determining the amount of the Gross-Up Payment, the Executive Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in either the state and locality of the ExecutiveEmployee's place of employment at the time of the Change of Control or in the state and locality of Employee's residence at the time or times of payment, as applicable, and FICA at the highest marginal rate in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that could be obtained from the deduction of the state and local taxes.