SPECIAL REIMBURSEMENT. 9.1 If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive , whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement of or with the Company, any Affiliate, any Person, or otherwise (the “Total Payments”), will or would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon or in respect of the Total Payments and the Gross-Up Payments, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
SPECIAL REIMBURSEMENT. In the event that the Executive becomes entitled to the Severance Payments, if any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change in Control or the termination of the Executive's employment, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its subsidiaries, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon or attributable to the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
SPECIAL REIMBURSEMENT. (a) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Corporation or any of its subsidiaries, any Person whose actions result in a Change in Control or any Person affiliated with the Corporation or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "Total Payments") would subject the Executive to the excise tax imposed under Section 4999 of the Code or any successor section thereto (the "Excise Tax"), the Corporation shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6.2(a), shall be equal to the Total Payments.
SPECIAL REIMBURSEMENT. (i) If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change in Control pursuant to this Section 7, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with ISE, any Affiliate (as defined in Section 4(e)(i), above), any person, or otherwise (the “Total Payments”), will or would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), ISE shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon or in respect of the Total Payments and the Gross-Up Payments, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
SPECIAL REIMBURSEMENT. 9.1 If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change in Control pursuant to SUBSECTION 7.1 or the termination of the Executive's employment pursuant to SUBSECTION 7.2 , whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Affiliate, any Person, or otherwise (the "TOTAL PAYMENTS"), will or would be subject to the excise tax imposed under Section 4999 of the Code (the "EXCISE TAX"), the Company shall pay to the Executive an additional amount (the "GROSS-UP PAYMENT") such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon or in respect of the Total Payments and the Gross-Up Payments, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
SPECIAL REIMBURSEMENT. In the event that the Executive becomes entitled to the Severance Payments, if any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change in Control or the termination of the Executive's employment, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its subsidiaries, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") which amount shall be equal to the sum of (a) the amount of such Excise Tax imposed (determined without regard to the Gross-Up Payment), and (b) the product of (i) such Excise Tax (determined without regard to the Gross-Up Payment), and (ii) the Aggregate Combined Marginal Tax Rate. For purposes of this Section 6.2, "Aggregate Combined Marginal Tax Rate" means (and shall equal) the sum of (A) the combined highest marginal state and local income tax rates applicable for the tax year in which the Executive receives the Gross-Up Payment (adjusted downward to take into account the tax deductibility, if any, of such state and local income taxes), plus (B) the rate of excise tax imposed on "golden parachute" payments under Section 4999 of the Code, plus (C) the highest marginal federal income tax rate applicable for the tax year in which the Executive receives the Gross-Up Payment (adjusted upward to take into account any reduction in otherwise allowable itemized deductions attributable to Section 68 of the Code), plus (D) the tax rate applicable to 61 the Executive under the hospital insurance portion of the Federal Insurance Contributions Act under Section 3101(b) of the Code for the tax year in which the Executive receives the Gross-Up Payment.
SPECIAL REIMBURSEMENT. If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change of Control or the termination of the Executive's employment, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Affiliate, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
SPECIAL REIMBURSEMENT. In the event that Employee becomes entitled to the Severance Compensation Payments; if any payment or benefit paid or payable, or received or to be received, by or on behalf of the Employee in connection with a Change in Control or the termination of Employee's employment, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its subsidiaries, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Employee an additional amount (the "Gross-Up Payment") which amount shall be equal to the sum of (a) the amount of such Excise Tax imposed (determined without regard to the Gross-Up Payment), and (b) the product of (i) such Excise Tax (determined without regard to the Gross-Up Payment), and (ii) the rate of Excise Tax imposed on "golden parachute" payments under Section 4999 of the Code.
SPECIAL REIMBURSEMENT. 9.1 If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change in Control pursuant to Subsection 7.1 or the termination of the Executive's employment pursuant to Subsection 7.2, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Affiliate, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon or in respect of the Total Payments and the Gross-Up Payments, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
