Common use of Parachute Tax Indemnity Clause in Contracts

Parachute Tax Indemnity. (a) If it shall be determined that any amount paid, distributed or treated as paid or distributed by the Company to or for the Employee's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 12) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Employee of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon all the Payments.

Parachute Tax Indemnity. (a22(a) If it shall be determined that any amount amount, right or benefit paid, distributed or treated as paid or distributed by the Company or any of its affiliates to or for the Employee's Officer’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement hereunder or otherwise, including, without limitation, in connection with a Change in Control (as defined in Section 10(g) hereof), but determined without regard to any additional payments required under this Section 12) 22 (a "“Payment"”) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Employee Officer with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as collectively, the "“Excise Tax"”), then the Employee Officer shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Employee Officer of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon all the Payments.

Parachute Tax Indemnity. If any payment (awithin the meaning of ----------------------- Section 280G(b)(2) If it shall be determined that any amount paid, distributed of the Internal Revenue Code of 1986 as amended) or treated as paid distribution by or distributed by on behalf of the Company to or for the benefit of Employee's benefit (, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 12) otherwise (a "Payment") would be ), including any payment pursuant to this paragraph, is subject to the excise tax imposed by Section 4999 of the CodeInternal Revenue Code of 1986 as amended, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive on demand an additional payment from the Company under this Agreement (a "Gross-Up Tax Payment") in an amount such that after payment by the Employee of all federal, state and local taxes (including any interest or and penalties imposed with respect to such taxes), includingincluding but not limited to any Excise Tax, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Tax Payment, the Employee retains an amount of the Gross-Up Tax Payment equal to the Excise Tax imposed upon all the PaymentsPayment.

Parachute Tax Indemnity. (a) If it shall be determined that any amount paid, distributed or treated as paid or distributed by the Company to or for the Employee's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 12) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Employee of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon all the Payments.