Common use of Special Tax Provision Clause in Contracts

Special Tax Provision. (a) Anything in this Agreement or in any other agreement between the Company and Executive or in any equity incentive or other benefit plan to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 7) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive shall be entitled to receive an additional payment (a "Gross‑Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (including the tax provided for under Section 409A of the Code and including any interest and penalties imposed with respect to income taxes of any nature) and Excise Tax imposed upon the Gross‑Up Payment, Executive retains an amount of the Gross‑Up Payment equal to the Excise Tax imposed upon the Payments.

Special Tax Provision. (a) Anything in this Agreement or in any other agreement between the Company and Executive or in any equity incentive or other benefit plan to the contrary notwithstanding and except as set forth below, in In the event it shall be determined that any payment amount or distribution by benefit paid with respect to the Company to or for the benefit of Executive Executive, (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, but determined without regard to arrangement or agreement with the Company, any additional payments required under this person whose actions result in a change of ownership covered by Section 7280G(b)(2) of the Code or any person affiliated with the Company or such person), as a result of any change in ownership of the Company or Nxxxxxx Realty Trust, Inc. covered by Code Section 280G(b)(2) (a "Payment"collectively, the “Covered Payments”) would be is subject to the excise tax imposed by Section 4999 of the Code or and/or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are tax is hereinafter collectively referred to as the "“Excise Tax"”), then the Company shall pay to the Executive shall be entitled to receive an additional payment (a "Gross‑Up the “Tax Reimbursement Payment"”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), Excise Tax) (including, without limitation, any income taxes (including the tax provided for under Section 409A of the Code and including any interest and penalties imposed with respect to income taxes of any naturetaxes) and Excise Tax imposed upon the Gross‑Up Tax Reimbursement Payment, the Executive retains an amount of the Gross‑Up Tax Reimbursement Payment equal to the Excise Tax imposed upon the Covered Payments.