Common use of Parachute Gross-Up Clause in Contracts

Parachute Gross-Up. (a) In the event that you shall become entitled to payments and/or benefits provided by Section 4 of the Control Agreement or any other amounts in the "nature of compensation" (whether pursuant to the terms of the Control Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the "Company Payments"), and such Company Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed) the Company shall pay to you at the time specified in subsection (d) below an additional amount (the "Gross-up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments.

Parachute Gross-Up. (ae) In the event that you the Executive shall become entitled to payments and/or benefits provided by Section 4 of the Control this Agreement or any other amounts in the "nature of compensation" (whether pursuant to the terms of the Control this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the "Company Payments"), and such Company Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 49999 of the Code (and any similar tax that may hereafter be imposedimposed by any taxing authority) the Company shall pay to you the Executive at the time specified in subsection (d) below an additional amount (the "Gross-up Payment") such that the net amount retained by youthe Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments.

Parachute Gross-Up. (a) In the event that you Executive shall become entitled to payments and/or benefits provided by Section 4 of the Control this Agreement or any other amounts in the "“nature of compensation" ” (whether pursuant to the terms of the Control this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the "“Company Payments"”), and if such Company Payments will shall be subject to the tax (the "“Excise Tax"”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposedimposed by any taxing authority) the Company shall pay to you Executive at the time specified in subsection (d) below an additional amount (the "“Gross-up Payment"”) such that the net amount retained by youExecutive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments.