Common use of Repayment in Certain Circumstances Clause in Contracts

Repayment in Certain Circumstances. If it is established pursuant to a final determination of a court or a final Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Article 4, the Total Payments paid to or for the Executive's benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed under section 4999 of the Code, then, if a repayment by the Executive would result in (i) no portion of the remaining Total Payments being subject to the excise tax imposed under section 4999 of the Code and (ii) a dollar-for-dollar reduction in the Executive's taxable income and wages for purposes of federal, state and local income and employment taxes, the Executive shall have an obligation to pay the Corporation upon demand an amount equal to the sum of (a) the excess of the Total Payments paid to or for the Executive's benefit over the Total Payments that could have been paid to or for the Executive's benefit without any portion of such Total Payments being subject to the excise tax imposed under section 4999 of the Code; and (b) interest on the amount set forth in clause (a) at the rate provided in section 1274(b)(2)(B) of the Code from the date of the Executive's receipt of such excess until the date of such payment.