Common use of Income Tax Payment Clause in Contracts

Income Tax Payment. Whether or not Section 9 is applicable, if (i) the Executive has or will receive any compensation or recognize any income (whether or not pursuant to this Agreement or any plan or other arrangement of the Company and whether or not the Executive's employment with the Company has terminated) in connection with a "change in control" of the Company (as that term may be interpreted in this Agreement and any plan or other arrangement of the Company), and (ii) such compensation or income represents non-cash compensation or income, then the Company shall pay the Executive in cash an amount (the "Income Tax Payment") equal to all federal, state and local income taxes payable by Executive with respect to such non-cash compensation or income. The Income Tax Payment shall be paid by the Company to the Executive not later than the date of the "change in control of the Company", unless otherwise agreed to in writing by the Executive.