Common use of Gross Ups Clause in Contracts

Gross Ups. Notwithstanding anything in the Employment Agreement to the contrary, Executive will not be entitled to the 280G Gross-Up Payment or the Section 409A Gross-Up Payment following the date hereof. If upon a termination following the date hereof any of the Total 280G Payments will be subject to the Excise Tax, then, to the extent necessary to make such portion of the Total 280G Payments not subject to the Excise Tax (and after taking into account any reduction in the Total 280G Payments provided by reason of Section 280G of the Code under any other plan, arrangement or agreement), the portion of the Total 280G Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced (if necessary, to zero), and all other Total 280G Payments shall thereafter be reduced (if necessary, to zero) with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first, but only if (i) the net amount of such Total 280G Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total 280G Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total 280G Payments) is greater than or equal to (ii) the net amount of such Total 280G Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total 280G Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total 280G Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total 280G Payments).

Gross Ups. Notwithstanding anything in the Employment this Agreement to the contrary, Executive will not be entitled to the a 280G Grossgross-Up Payment up payment or the a Section 409A Grossgross-Up Payment up payment following the date hereof. If upon a termination following the date hereof any of the Total 280G Payments (as defined below) will be subject to the Excise Taxexcise tax, then, to the extent necessary to make such portion of the Total 280G Payments not subject to the Excise Tax excise tax (and after taking into account any reduction in the Total 280G Payments provided by reason of Section 280G of the Code under any other plan, arrangement or agreement), the portion of the Total 280G Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced (if necessary, to zero), and all other Total 280G Payments shall thereafter be reduced (if necessary, to zero) with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first, but only if (i) the net amount of such Total 280G Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total 280G Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total 280G Payments) is greater than or equal to (ii) the net amount of such Total 280G Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total 280G Payments and the amount of Excise Tax excise tax to which Executive would be subject in respect of such unreduced Total 280G Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total 280G Payments). “Total 280G Payments” shall mean any of the payments or benefits, including severance, received or to be received by Executive (including without limitation any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments and benefits, being hereinafter referred to as the “Total 280G Payments”).