Common use of GROSS Clause in Contracts

GROSS. Up in connection with a Change of Control. In the event that, as a result of the payments to which he becomes entitled by reason of a Change of Control pursuant to the terms hereof or the terms of any other agreement (including but not limited to the accelerated vesting of stock options), Executive becomes subject to excise tax (the "EXCISE TAX") under Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), the Company shall pay to Executive as additional compensation an amount (the "GROSS-UP PAYMENT") equal to an amount which, after payment by Executive of all taxes (including any federal, state and local income tax and excise tax upon such amount) would allow the Executive to retain an amount equal to the Excise Tax, unless, if the reduction of the severance payments hereunder to Executive by no more than 5% would avoid the imposition of Excise Tax, then the Company shall so reduce such severance payments to Executive and no Gross-up Payment will be made. For purposes of determining whether Executive will be subject to the Excise Tax and the amount of such Excise Tax, the following criteria shall apply: