Common use of Special Tax Gross-Up Clause in Contracts

Special Tax Gross-Up. In the event that one or more of the Acquisition-Accelerated Options or any of the Change in Control Severance Payments to which the Executive becomes entitled under Part Three of this Agreement or any Other Parachute Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute an excess parachute payment under Code Section 280(G), then the Executive shall be entitled to receive from the Corporation an additional payment (the "Gross-Up Payment") in a dollar amount determined pursuant to the following formula, provided and only if the general release required of the Executive pursuant to Paragraph 13 has become effective: 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 (i) one or more of the Change in Control Severance Payments provided the Executive under Part Three of this Agreement, (ii) his Acquisition-Acceleration Options and (iii) any Other Parachute Payments. 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 the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year, 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 one or more of the Acquisition-Accelerated Options or any of the Change in Control Severance Payments to which the Executive becomes entitled under Part Three of this Agreement or any Other Parachute Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute an excess parachute payment under Code Section 280(G), then the Executive shall be entitled to receive from the Corporation an additional payment (the "“Gross-Up Payment"”) in a dollar amount determined pursuant to the following formula, provided and only if the general release required of the Executive pursuant to Paragraph 13 has become effective: 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 (i) one or more of the Change in Control Severance Payments provided the Executive under Part Three of this Agreement, (ii) his Acquisition-Acceleration Options and (iii) any Other Parachute Payments. 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 the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year, 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 one or more of the Acquisition-Accelerated Options or any of the Change in Control Severance Payments to which the Executive becomes entitled under Part Three of this Agreement or any Other Parachute Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute an excess parachute payment under Code Section 280(G), then the Executive shall be entitled to receive from the Corporation an additional payment (the "Gross-Up Payment") in a dollar amount determined pursuant to the following formula, provided and only if the general release required of the Executive pursuant to Paragraph 13 has become effective: 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 (i) one or more of the Change in Control Severance Payments provided the Executive under Part Three of this Agreement, (ii) his Acquisition-Acceleration Options and (iii) any Other Parachute Payments. 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 the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year, 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

Special Tax Gross-Up. In the event that one or more of the Acquisition-Accelerated Options or any of the Change in Control Severance Payments to which the Executive becomes entitled under Part Three of this Agreement or any Other Parachute Payments are deemed, in the opinion of the Independent Auditors or by the Internal Revenue Service, to constitute an excess parachute payment under Code Section 280(G), then the Executive shall be entitled to receive from the Corporation an additional payment (the "“Gross-Up Payment"”) in a dollar amount determined pursuant to the following formula, provided and only if the general release required of the Executive pursuant to Paragraph 13 has become effective: 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 (i) one or more of the Change in Control Severance Payments provided the Executive under Part Three of this Agreement, (ii) his Acquisition-Acceleration Options and (iii) any Other Parachute Payments. 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 the deductibility of state income taxes against federal income taxes to the extent actually allowable for that calendar year, 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.