Common use of Special Tax Gross-Up Clause in Contracts

Special Tax Gross-Up. In the event that (i) any payment made by Veritas to Executive, whether pursuant to Executive’s Change of Control Agreement dated March 15, 2004 or otherwise, prior to the Closing Date or any payment to Executive made by Symantec, whether pursuant to the Employment Agreement or otherwise, following the Closing Date (each a “Payment”) is deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a parachute payment under Section 280(G) of the Code as a result of the Acquisition and (ii) it is determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute Payment attributable to such Payment(s) exceeds one hundred ten percent (110%) of the Permissible Parachute Amount, then Executive shall be entitled to receive from the Company a special tax payment (the “Gross-Up Payment”) in a dollar amount determined pursuant to the following formula: X = Y ÷ [1 - (A + B + C)], where X is the total dollar payment of the Gross-up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”), imposed on the Executive pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to the Payment(s). A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for the Executive for the calendar year in which the Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitations, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for the Executive for the calendar year in which the Gross-Up Payment is made.

Special Tax Gross-Up. In the event that (i) any payment made by Veritas to Executive, whether pursuant to Executive’s Change of Control Agreement dated March 15, 2004 or otherwise, prior to the Closing Date or any payment to Executive made by Symantec, whether pursuant to the Employment Agreement or otherwise, following the Closing Date (each a “Payment”) is deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a parachute payment under Section 280(G) of the Code as a result of the Acquisition and (ii) it is determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute Payment attributable to such Payment(s) exceeds one hundred ten percent (110%) of the Permissible Parachute Amount, then Executive shall be entitled to receive from the Company a special tax payment (the “Gross-Up Payment”) in a dollar amount determined pursuant to the following formula: X = Y ÷ [1 - — (A + B + C)], where X is the total dollar payment of the Gross-up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”), imposed on the Executive pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to the Payment(s). A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for the Executive for the calendar year in which the Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitations, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for the Executive for the calendar year in which the Gross-Up Payment is made.

Special Tax Gross-Up. A. In the event that (i) any payment made by Veritas to Executive, whether pursuant to Executive’s Change one or more of Control the payments or benefits which the Employee becomes entitled under this Agreement dated March 15, 2004 or otherwise, prior to the Closing Date or any payment to Executive made by Symantec, whether pursuant to the Employment Agreement or otherwise, following the Closing Date (each a “Payment”) is are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute a parachute payment under Section 280(G) of the Internal Revenue Code as a result of (the Acquisition “Code”) and (ii) it is determined that the aggregate Present Value present value (measured as of determined in accordance with Code Section 280G and the Closing DateTreasury Regulations thereunder) of any such parachute payment exceeds the Parachute Payment attributable to such Payment(s) exceeds one hundred ten percent maximum amount which the Employee can receive without the imposition of an excise tax under Code Section 4999 (110%) of the “Maximum Permissible Parachute Amount”), then Executive the Employee shall be entitled to receive from the Company a special tax an additional payment (the “Gross-Up Payment”) in a dollar amount determined pursuant to the following formula: X = Y ÷ [1 - (A + B + C)], where X is the total dollar payment of the Gross-up Payment. Y is the total excise tax, together with all applicable interest and penalties (collectively, the “Excise Tax”), imposed on the Executive Employee pursuant to Code Section 4999 (or any successor provision) with respect to the excess parachute payment attributable to one or more payments provided the Payment(s)Employee under this Agreement or any other agreement with the Company. A is the Excise Tax rate in effect under Code Section 4999 for such excess parachute payment, B is the highest combined marginal federal income and applicable state income tax rate in effect for the Executive Employee for the calendar year in which the Gross-Up Payment is made, determined after taking into account (i) the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year and (ii) any increase in effective tax rate due to the loss of itemized deductions by reason of applicable phase-out limitations, and C is the applicable Hospital Insurance (Medicare) Tax Rate in effect for the Executive for the calendar year in which the Gross-Up Payment is made.and