Common use of Parachute Penalties Clause in Contracts

Parachute Penalties. For all payments made or required to be made pursuant to the terms of this Agreement, including any payments made with respect to the Executive’s termination of employment for any reason, the Company shall determine and pay the Executive, as soon as practicable, an amount sufficient to cover the gross-up of any excise, income and other taxes resulting from the imposition of the parachute penalties of the Internal Revenue Code or applicable state tax laws. Such determination and payment by the Company shall be made no later than December 31 of the second calendar year following the calendar year in which the Executive’s date of termination occurs, with such date of termination to be the last to occur of termination pursuant to the terms of this Agreement or the date of “separation from service” as set forth in Proposed Treasury Regulation Section 1.409A-1(h) (the “Termination Date”).