Common use of Potential Excise Taxes Clause in Contracts

Potential Excise Taxes. Should any payments made or benefits provided ---------------------- to Employee under this Agreement be subject to an excise tax pursuant to Section 4999 of the Internal Revenue Code or any successor or similar provision thereto, or comparable state or local tax laws, Employer shall pay to Employee such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by Employee as a result of the receipt of such compensation) to place Employee 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. Employer shall pay such additional compensation upon the earlier of: (i) the time at which Employer withholds such excise tax from any payments to Employee; or (ii) 30 days after Employee notifies Employer that Employee has filed a tax return which takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's tax advisor that it is more likely than not that such excise tax is due and payable. If Employee makes any additional payment with respect to any such excise tax as a result of an adjustment to Employee's tax liability by any federal, state, or local authority, Employer shall pay such additional compensation within 30 days after Employee notifies Employer of such payment.

Potential Excise Taxes. Should any payments made or benefits provided ---------------------- to Employee under this Agreement be subject to an excise tax pursuant to Section 4999 of the Internal Revenue Code or any successor or similar provision thereto, or comparable state or local tax laws, Employer shall pay to Employee such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by Employee as a result of the receipt of such compensation) to place Employee 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. Employer shall pay such additional compensation upon the earlier of: (i) the time at which Employer withholds such excise tax from any payments to Employee; or (ii) 30 thirty (30) days after Employee notifies Employer that Employee has filed a tax return which takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's =s tax advisor that it is more likely than not that such excise tax is due and payable. If Employee makes any additional payment with respect to any such excise tax as a result of an adjustment to Employee's =s tax liability by any federal, state, or local authority, Employer shall pay such additional compensation within 30 thirty (30) days after Employee notifies Employer of such payment.

Potential Excise Taxes. For purposes of this Section 5.6, "Payment" shall mean any payment, benefit, compensation or transfer to Employee arising or resulting from or relating to (i) the termination of Employee's employment by the Company other than for Cause, Death or Disability, or (ii) the termination of Employee's employment by Employee for Good Reason, and shall include, without limitation, the benefits under Section 5.4 hereof. Should any payments made or benefits provided ---------------------- to Employee under this Agreement Payment be subject to an excise tax pursuant to Section 4999 of the Internal Revenue Code or any successor or similar provision thereto, or comparable state or local tax laws, Employer the Company shall pay to Employee such additional compensation as is necessary (after taking into account all federalFederal, state, state and local income taxes payable by Employee as a result of the receipt of such compensation) to place Employee in the same after-tax position he that she would have been in, in had no such excise tax (or any interest or penalties thereon) been paid or incurred. Employer The Company shall pay such additional compensation upon the earlier of: of (i) the time at which Employer withholds the Company is required to withhold such excise tax from for any payments to Employee; Employee or (ii) 30 days after Employee notifies Employer the Company that Employee has filed a tax return which that takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's tax advisor counsel that it is more likely than not that such excise tax is due and payable. If Employee makes any additional payment with respect to any such excise tax as a result of an adjustment to Employee's tax liability by any federalFederal, state, state or local authority, Employer shall the Company will pay such additional compensation within 30 days after Employee notifies Employer the Company of such payment. Without limiting the obligation of the Company hereunder, Employee agrees, in the event Employee makes any payment pursuant to the preceding sentence, to negotiate with the Company in good faith with respect to procedures reasonably requested by the Company that would afford the Company the ability to contest the imposition of such excise tax; provided, however, that Employee will not be required to afford the Company any right to contest the applicability of any such excise tax to the extent that Employee reasonably determines that such contest is inconsistent with the overall tax interests of Employee. The Company agrees to hold in confidence and not to disclose, without Employee's prior written consents, any information with regard to Employee's tax position that the Company obtains pursuant to this Section 5.6.

Potential Excise Taxes. Should any payments made or benefits provided ---------------------- to Employee under this Agreement be subject to an excise tax pursuant to Section 4999 of the Internal Revenue Code or any successor or similar provision thereto, or comparable state or local tax laws, Employer shall pay to Employee such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by Employee as a result of the receipt of such compensation) to place Employee 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. Employer shall pay such additional compensation upon the earlier of: (i) the time at which Employer withholds such excise tax from any payments to Employee; or (ii) 30 thirty (30) days after Employee notifies Employer that Employee has filed a tax return which takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's tax advisor that it is more likely than not that such excise tax is due and payable. If Employee makes any additional payment with respect to any such excise tax as a result of an adjustment to Employee's tax liability by any federal, state, or local authority, Employer shall pay such additional compensation within 30 thirty (30) days after Employee notifies Employer of such payment.

Potential Excise Taxes. Should any payments made or benefits provided ---------------------- to Employee under this Agreement be subject to an excise tax pursuant to Section 4999 of the Internal Revenue Code or any successor or similar provision thereto, or comparable state or local tax laws, Employer shall pay to Employee such additional compensation as is necessary (after taking into account all federal, state, and local income taxes payable by Employee as a result of the receipt of such compensation) to place Employee 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. Employer shall pay such additional compensation upon the earlier of: (i) the time at which Employer withholds such excise tax from any payments to Employee; or (ii) 30 thirty (30) days after Employee notifies Employer that Employee has filed a tax return which takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's tax advisor that it is more likely than not that such excise tax is due and payable. If Employee makes any additional payment with respect to any such excise tax as a result of an adjustment to Employee's tax liability by any federal, state, or local authority, Employer shall pay such additional compensation within 30 9 thirty (30) days after Employee notifies Employer of such payment.

Potential Excise Taxes. For purposes of this Section 5.6, "Payment" shall mean any payment, benefit, compensation or transfer to Employee arising or resulting from or relating to (i) the termination of Employee's employment by the Company other than for Cause, Death or Disability, or (ii) the termination of Employee's employment by Employee for Good Reason, and shall include, without limitation, the benefits under Section 5.4 hereof. Should any payments made or benefits provided ---------------------- to Employee under this Agreement Payment be subject to an excise tax pursuant to Section 4999 of the Internal Revenue Code or any successor or similar provision thereto, or comparable state or local tax laws, Employer the Company shall pay to Employee such additional compensation as is necessary (after taking into account all federalFederal, state, state and local income taxes payable by Employee as a result of the receipt of such compensation) to place Employee in the same after-tax position that he would have been in, in had no such excise tax (or any interest or penalties thereon) been paid or incurred. Employer The Company shall pay such additional compensation upon the earlier of: of (i) the time at which Employer withholds the Company is required to withhold such excise tax from for any payments to Employee; Employee or (ii) 30 days after Employee notifies Employer the Company that Employee has filed a tax return which that takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's tax advisor counsel that it is more likely than not that such excise tax is due and payable. If Employee makes any additional payment with respect to any such excise tax as a result of an adjustment to Employee's tax liability by any federalFederal, state, state or local authority, Employer shall the Company will pay such additional compensation within 30 days after Employee notifies Employer the Company of such payment. Without limiting the obligation of the Company hereunder, Employee agrees, in the event Employee makes any payment pursuant to the preceding sentence, to negotiate with the Company in good faith with respect to procedures reasonably requested by the Company that would afford the Company the ability to contest the imposition of such excise tax; provided, however, that Employee will not be required to afford the Company any right to contest the applicability of any such excise tax to the extent that Employee reasonably determines that such contest is inconsistent with the overall tax interests of Employee. The Company agrees to hold in confidence and not to disclose, without Employee's prior written consents, any information with regard to Employee's tax position that the Company obtains pursuant to this Section 5.6.