Common use of Payment of Additional Amount Clause in Contracts

Payment of Additional Amount. If in the opinion of tax counsel selected by the Executive and reasonably acceptable to the Company, the Executive has received or will receive any compensation or recognize any income from the Company or any of its affiliates (whether pursuant to this Agreement or otherwise) which in the opinion of counsel will constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code (or for which a tax is otherwise payable under Section 4999 of the Code), then Mississippi shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of (i) all taxes payable by the Executive under Section 4999 of the Code with respect to all such excess parachute payments and any such Additional Amount, plus (ii) all federal, state and local income taxes payable by Executive with respect to any such Additional Amount; provided, however, that in no event shall the aggregate amount determined or paid to Executive under this Section 9(b) and Section 9(a) (disregarding, for this purpose, any portion of the Additional Amount attributable to the conversion of Executive's shares of Mississippi Voting Preference Stock) exceed $26,000,000, less all income tax, excise tax and other gross-up payments paid or payable to other executives of the Company or to present or former employees of Mississippi under Section 6.2(b)(iii)(F) of the Merger Agreement. Any amounts payable pursuant to this Section shall be paid by Mississippi to the Executive within 30 days of each written request therefor made by the Executive.

Payment of Additional Amount. If in the opinion of tax counsel selected by the Executive and reasonably acceptable to the Company, the Executive has received or will receive any compensation or recognize any income from the Company or any of its affiliates (whether pursuant to this Agreement or otherwise) which in the opinion of counsel will constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code (or for which a tax is otherwise payable under Section 4999 of the Code), then Mississippi shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of (i) all taxes payable by the Executive under Section 4999 of the Code with respect to all such excess parachute payments and any such Additional Amount, plus (ii) all federal, state and local income taxes payable by Executive with respect to any such Additional Amount; provided, however, that in no event shall the aggregate amount determined or paid to Executive under this Section 9(b) and Section 9(a) (disregarding, for this purpose, any portion of the Additional Amount attributable to the conversion sale of Executive's shares of Mississippi Voting Preference Stock) exceed $26,000,000, less all income tax, excise tax and other gross-up payments paid or payable to other executives of the Company or to present or former employees of Mississippi under Section 6.2(b)(iii)(F) of the Merger Agreement. Any amounts payable pursuant to this Section shall be paid by Mississippi to the Executive within 30 days of each written request therefor made by the Executive.

Payment of Additional Amount. If in the opinion of tax counsel selected ---------------------------- by the Executive and reasonably acceptable to the Company, the Executive has received or will receive any compensation or recognize any income from the Company or any of its affiliates (whether pursuant to this Agreement or otherwise) which in the opinion of counsel will constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code (or for which a tax is otherwise payable under Section 4999 of the Code), then Mississippi shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of (i) all taxes payable by the Executive under Section 4999 of the Code with respect to all such excess parachute payments and any such Additional Amount, plus (ii) all federal, state and local income taxes payable by Executive with respect to any such Additional Amount; provided, however, that in no event shall the aggregate amount determined or paid to Executive under this Section 9(b) and Section 9(a) (disregarding, for this purpose, any portion of the Additional Amount attributable to the conversion sale of Executive's shares of Mississippi Voting Preference Stock) exceed $26,000,000, less all income tax, excise tax and other gross-up payments paid or payable to other executives of the Company or to present or former employees of Mississippi under Section 6.2(b)(iii)(F) of the Merger Agreement. Any amounts payable pursuant to this Section shall be paid by Mississippi to the Executive within 30 days of each written request therefor made by the Executive.

Payment of Additional Amount. If in the opinion of tax counsel ---------------------------- selected by the Executive and reasonably acceptable to the Company, the Executive has received or will receive any compensation or recognize any income from the Company or any of its affiliates (whether pursuant to this Agreement or otherwise) which in the opinion of counsel will constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code (or for which a tax is otherwise payable under Section 4999 of the Code), then Mississippi shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of (i) all taxes payable by the Executive under Section 4999 of the Code with respect to all such excess parachute payments and any such Additional Amount, plus (ii) all federal, state and local income taxes payable by Executive with respect to any such Additional Amount; provided, however, that in no event shall the aggregate amount determined or paid to Executive under this Section 9(b) and Section 9(a) (disregarding, for this purpose, any portion of the Additional Amount attributable to the conversion of Executive's shares of Mississippi Voting Preference Stock) exceed $26,000,000, less all income tax, excise tax and other gross-up payments paid or payable to other executives of the Company or to present or former employees of Mississippi under Section 6.2(b)(iii)(F) of the Merger Agreement. Any amounts payable pursuant to this Section shall be paid by Mississippi to the Executive within 30 days of each written request therefor made by the Executive.