Common use of Make-Whole Payments Clause in Contracts

Make-Whole Payments. Under certain circumstances following a Change in Control, a portion of the present value of the benefits payable either under the Agreement or otherwise, or upon the acceleration of the vesting of outstanding stock options, restricted stock and performance shares could be subject to an excise tax imposed by Section 4999 of the Code and/or any similar tax that may hereafter be imposed under any successor provision or by any taxing authority (collectively, the “Excise Taxes”) and be nondeductible by the Company. The Company agrees to reimburse the Executive for any such Excise Taxes, together with any additional excise or income taxes resulting from such reimbursement, whether or not the employment of the Executive has been terminated. The Company will make such payment to the Executive by the end of the Executive’s taxable year next following the Executive’s taxable year in which he remits the related taxes.

Make-Whole Payments. Under certain circumstances following a Change in Control, a portion of the present value of the benefits payable either under the Agreement or otherwise, or upon the acceleration of the vesting of outstanding stock options, restricted stock and performance shares could be subject to an excise tax imposed by Section 4999 of the Code and/or any similar tax that may hereafter be imposed under any successor provision or by any taxing authority (collectively, the “Excise Taxes”) and be nondeductible by the applicable Company. The applicable Company agrees to reimburse the Executive for any such Excise Taxes, together with any additional excise or income taxes resulting from such reimbursement, whether or not the employment of the Executive has been terminated. The applicable Company will make such payment to the Executive by the end of the Executive’s taxable year next following the Executive’s taxable year in which he remits the related taxes.