Common use of Payment of Excise Taxes Clause in Contracts

Payment of Excise Taxes. If the Executive is to receive any (1) Change in Control Payment under Section 8(d), (2) any benefit or payment under Section 7 as a result of or following the death or Permanent Disability of the Executive, (3) any benefit or payment under Section 8(c) as a result of or following any termination of employment hereunder Without Good Cause, or (4) any benefit or payment under the Plans as a result of a Change in Control, following the death or Permanent Disability of the Executive or following the termination of employment hereunder Without Good Cause (such sections being referred to as the "Covered Sections" and the benefits and payments to be received thereunder being referred to as the "Covered Payments"), the Executive shall be entitled to receive the amount described below to the extent applicable. If any Covered Payment(s) under any of the Covered Sections or any other payments, awards, benefits or distributions (or any acceleration or vesting of any such payment, award, benefit or distribution) received or to be received by or on behalf of the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement with the Company or any other person which effectuates a Change in Control, or any affiliate of the Company or such other person) (collectively, the "Payments") are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (as amended from time to time, the "Code"), or any successor or similar provision of the Code (the "Excise Tax"), the Company shall pay the Executive an additional amount (the "Gross Up") such that the net amount retained by the Executive after deduction of any Excise Tax on the Payments and any federal, state and local income or employment tax, social security tax, excise tax, or any interest or penalties imposed on any amounts paid under this Section 13 shall, be equal to the Payments.

Payment of Excise Taxes. If the Executive is to receive any (1) Change in Control Payment under Section 8(d), (2) any benefit or payment under Section 7 as a result of or following the death or Permanent Disability of the Executive, (3) any benefit or payment under Section 8(c) as a result of or following any termination of employment hereunder Without Good Cause, (4) any benefit or payment under Section 8(e), or (45) any benefit or payment under the Plans as a result of a Change in Control, following the death or Permanent Disability of the Executive or following the termination of employment hereunder Without Good Cause (such sections being referred to as the "Covered Sections" and the benefits and payments to be received thereunder being referred to as the "Covered Payments"), the Executive shall be entitled to receive the amount described below to the extent applicable. If any Covered Payment(s) under any of the Covered Sections or any other payments, awards, benefits or distributions (or any acceleration or vesting of any such payment, award, benefit or distribution) received or to be received by or on behalf of the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement with the Company or any other person which effectuates a Change in Control, or any affiliate of the Company or such other person) (collectively, the "Payments") are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (as amended from time to time, the "Code"), or any successor or similar provision of the Code (the "Excise Tax"), the Company shall pay the Executive an additional amount (the "Gross Up") such that the net amount retained by the Executive after deduction of any Excise Tax on the Payments and any federal, state and local income or employment tax, social security tax, excise tax, or any interest or penalties imposed on any amounts paid under this Section 13 shall, be equal to the Payments.