Common use of Increase in Payments Upon a Change of Control Clause in Contracts

Increase in Payments Upon a Change of Control. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, the Company shall pay Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive after deduction of any excise tax imposed under Section 4999 of the Code, any federal, state and local income tax, employment tax and excise tax imposed upon the Gross-Up Payment and any interest and penalties imposed with respect to the foregoing taxes shall be equal to the Payment. For purposes of determining the amount of the Gross-Up Payment, unless Executive specifies that other rates apply, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment 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 the state and locality of Executive's residence on Executive's Termination Date, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Increase in Payments Upon a Change of Control. (a) Anything Except as otherwise provided in this Agreement to subsection (b) below, if a change of control under section 280G of the contrary notwithstanding, in the event that Code occurs and it shall be is determined that any payment or distribution by the Company 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 (a "“Payment"”), would constitute an "“excess parachute payment" ” within the meaning of Section section 280G of the Code, the Company shall pay to the Executive an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section section 4999 of the Code, and any federal, state and local income tax, employment tax and excise tax imposed upon the Gross-Up Payment and any interest and penalties imposed with respect to the foregoing taxes Payment, shall be equal to the Payment. For purposes of determining the amount of the Gross-Up Payment, unless the Executive specifies that other rates apply, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment 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 the state and locality of the Executive's ’s residence on the Executive's Termination Date’s termination date, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Increase in Payments Upon a Change of Control. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "“Payment"”), would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the CodeCode (as defined in Section 2.9), the Company shall pay to Executive an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by Executive after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax and excise tax imposed upon the Gross-Up Payment and any interest and penalties imposed with respect to the foregoing taxes Payment, shall be equal to the Payment. For purposes of determining the amount of the Gross-Up Payment, unless Executive specifies that other rates apply, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment 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 the state and locality of Executive's ’s residence on Executive's Termination Date’s termination date, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Increase in Payments Upon a Change of Control. (a) Anything in this Agreement to the contrary notwithstanding, in the event that if a Change of Control occurs and it shall be is determined that any payment or distribution by the Company 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 (a "“Payment"”), would constitute an "“excess parachute payment" ” within the meaning of Section section 280G of the Code, the Company shall pay to the Executive an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section section 4999 of the Code, and any federal, state and local income tax, employment tax and excise tax imposed upon the Gross-Up Payment and any interest and penalties imposed with respect to the foregoing taxes Payment, shall be equal to the Payment. For purposes of determining the amount of the Gross-Up Payment, unless the Executive specifies that other rates apply, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment 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 the state and locality of the Executive's ’s residence on the Executive's Termination Date’s termination date, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.