Common use of Potential Excise Tax Clause in Contracts

Potential Excise Tax. Should any payments hereunder or contemplated hereby be subject to excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as may be amended, or any successor or similar provision thereto, or comparable state or local tax laws, CFB shall pay to Executive such additional compensation as is necessary (after taking into account all federal, state and local income taxes payable by Executive as a result of the receipt of such compensation) to place Executive in the same after-tax position he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred. CFB shall pay such additional compensation upon the earlier of (i) the time at which CFB withholds such excise tax from any payments to Executive; or (ii) 30 days after Executive notifies CFB that Executive has paid such excise tax pursuant to a tax return filed by Executive which takes the position that such excise tax is due and payable in reliance on a written opinion of Executive's tax counsel that it is more likely than not that such excise tax is due and payable, or, if later, the date the IRS notifies Executive that such amount is due and payable. Without limiting the obligation of CFB hereunder, Executive agrees, in the event Executive makes any payment pursuant to the preceding sentence, to negotiate with CFB in good faith with respect to procedures reasonably requested by CFB which would afford CFB the ability to contest the imposition of such excise tax; provided, however, that Executive will not be required to afford CFB any right to contest the applicability of any such excise tax to the extent that Executive reasonably determines that such contest is inconsistent with the overall tax interests of Executive. CFB agrees to hold in confidence and not to disclose, without Executive's prior written consent, any information with regard to Executive's tax position which CFB obtains pursuant to this subsection.