Common use of Tax Adjustment Payments Clause in Contracts

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS (ii) any interest, fines and penalties resulting from such underpayment, PLUS (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement or the Change in Control Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares of the Company, ; the granting or vesting of restricted shares; and the granting, vesting, exercise or termination of options thereforoptions; but excluding any units or awards granted or vested pursuant to any Performance Unit Agreement between the Executive and the Company or any Outperformance Long-Term Incentive Plan Agreement between the Executive and the Company) constitutes "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder to the Executive shall be increased to the extent necessary to place the Executive in the same after-tax position as he the Executive would have been in had no such tax assessment been imposed on any such payment amount paid or payable to the Executive under this Employment Agreement, the Change in Control Agreement or any other payment amount that the Executive may receive in connection therewithpursuant thereto (other than pursuant to a Performance Unit Agreement or an Outperformance Long-Term Incentive Plan Agreement). The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 7 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, assessment or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS plus (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the receipt of the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 67. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased (in the same manner, to the extent applicable, without duplication, as provided in (i), (ii) and (iii) below) to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after such determination has been made. If, after the date upon which the payment required by this Paragraph 6 8 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS plus (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 68. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts amount payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, including without limitation, limitation the issuance of common options or option shares of the Company, or the grantinggranting of, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended amended, (the "CodeCODE") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the an accounting firm employed by the Executive within thirty (30) calendar days after such payment payment, and said the incremental payment shall be made within five thirty (530) calendar days after such determination has been made. If, after the date upon which the payment required by this Paragraph 6 hereby has been made, it is determined determinated (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, assessment or otherwise) that the amount of excise or other similar taxes tax or assessments assessment payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: of (i) such additional excise or other taxestax, PLUS (ii) any interest, fines and penalties resulting from such underpayment, PLUS and (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in items (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6Section 24. Payment thereof shall be made within five ten (510) calendar business days after the date upon which such subsequent determination is made.. The Company may review Executive's calculation of any payments made pursuant to this Section 24 and object to the calculation, and Executive shall refund to the Company any overpayments resulting from an incorrect or estimated

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement or the Change of Control Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 7 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, assessment or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS (ii) any interest, fines and penalties resulting from such underpayment, PLUS (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 67. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 Article IV has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS (ii) any interest, fines and penalties resulting from such underpayment, PLUS (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6Article IV. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased (in the same manner, to the extent applicable, without duplication, as provided in (i), (ii) and (iii) below) to the extent necessary to place the Executive in the same after-tax position as he she would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after such determination has been made. If, after the date upon which the payment required by this Paragraph 6 9 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS plus (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 69. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 7 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, assessment or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS plus (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.clause

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive X.X. Xxxxxx under this Employment Agreement (together with all other compensation or payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares of the Company, Options or Option Shares or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive X.X. Xxxxxx in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive X.X. Xxxxxx under this Employment Agreement or any other payment that the Executive X.X. Xxxxxx may receive in connection therewith. with his employment with the Corporation.. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made jointly by the an accounting firm employed by X.X. Xxxxxx and by an accounting firm employed by the Executive Corporation within thirty (30) calendar days after such payment payment; provided, however, if the respective accounting firms employed by X.X. Xxxxxx and said the Corporation cannot agree upon the applicable amount with such thirty (30)-day calendar period, then both firms shall, within ten (10) days thereafter, mutually select a nationally recognized accounting firm which shall make the aforesaid determination within thirty (30) calendar days after its selection, and such determination shall be binding and conclusive on the parties. Upon such determination by the accountants or accountant, as the case may be, the aforesaid incremental payment shall be made within five thirty (530) calendar business days after determination has been madethereafter. If, after the date upon which the payment required by this Paragraph 6 has been made, it is determined (pursuant to final regulations or published rulings The Corporation shall bear all costs and expenses of the Internal Revenue Serviceaforesaid accounting firms, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal and to the sum of: (i) extent that any of such additional excise or other taxes, PLUS (ii) any interest, fines costs and penalties resulting from such underpayment, PLUS (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), expenses are includable in the manner described above in this Paragraph 6. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.taxable income of X.X.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS (ii) any interest, fines and penalties resulting from such underpayment, PLUS (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts amount payable to the Executive Employee under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common options or shares of the Company, or the granting, exercise or termination of options therefor) ), constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive Employee in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive Employee under this Employment Agreement or any other payment that the Executive Employee may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within Company with thirty (30) calendar days after such payment and said incremental payment shall be made within five thirty (530) calendar business days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 Section 5.4(c) has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive Employee is greater than the amount initially so determined, then the Company shall pay the Executive Employee an amount equal to the sum of: of (i) such additional excise or other taxes, PLUS plus (ii) any interest, interest fines and penalties resulting from such underpayment, PLUS plus (iii) an amount necessary to reimburse the Executive Employee for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.payable

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares of the Company, or the granting, exercise or termination of options therefor) constitutes "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder to the Executive shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment amount paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewithAgreement. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 7 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, assessment or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS plus (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the receipt of the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 67. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after determination has been made. If, after the date upon which the payment required by this Paragraph 6 7 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS (ii) any interest, fines and penalties resulting from such underpayment, PLUS (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 67. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under Thomxxxx xxxer this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares of the CompanyCorporation, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") ), that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive in Thomxxxx xx the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under Thomxxxx xxxer this Employment Agreement or any other payment that the Executive may Thomxxxx xxx receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and Thomxxxx xxx said incremental payment shall be made within five (5) calendar days after that determination has been made. If, after the date upon which the payment required by this Paragraph 6 Section 10 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is Thomxxxx xx greater than the amount initially so determined, then the Company Corporation shall pay the Executive an Thomxxxx xx amount equal to the sum of: of (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.resulting

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares stock of the Company, or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased (in the same manner, to the extent applicable, without duplication, as provided in (i), (ii) and (iii) below) to the extent necessary to place the Executive in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive under this Employment Agreement or any other payment that the Executive may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the accounting firm employed by the Executive within thirty (30) calendar days after such payment and said incremental payment shall be made within five (5) calendar days after such determination has been made. If, after the date upon which the payment required by this Paragraph 6 9 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive is greater than the amount initially so determined, then the Company shall pay the Executive an amount equal to the sum of: (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS plus (iii) an amount necessary to reimburse the Executive for any income, excise or other tax assessment payable by the Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 69. Payment thereof shall be made within five (5) calendar days after the date upon which such subsequent determination is made.

Tax Adjustment Payments. If all or any portion of the amounts amount payable to the Executive Employee under this Employment Agreement (together with all other payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, including without limitation, limitation the issuance of common options or option shares of the Company, or the grantinggranting of, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended amended, (the "CodeCODE") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive Employee in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive Employee under this Employment Agreement or any other payment that the Executive Employee may receive in connection therewith. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made by the an accounting firm employed by the Executive Employee within thirty (30) calendar days after such payment payment, and said the incremental payment shall be made within five thirty (530) calendar days after such determination has been made. If, after the date upon which the payment required by this Paragraph 6 hereby has been made, it is determined determinated (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service audit assessment, assessment or otherwise) that the amount of excise or other similar taxes tax or assessments assessment payable by the Executive Employee is greater than the amount initially so determined, then the Company shall pay the Executive Employee an amount equal to the sum of: of (i) such additional excise or other taxestax, PLUS (ii) any interest, fines and penalties resulting from such underpayment, PLUS and (iii) an amount necessary to reimburse the Executive Employee for any income, excise or other tax assessment payable by the Executive Employee with respect to the amounts specified in items (i) and (ii) above, and the reimbursement provided by this clause (iii), in the manner described above in this Paragraph 6Section 19. Payment thereof shall be made within five ten (510) calendar business days after the date upon which such subsequent determination is made. The Company may review Employee's calculation of any payments made pursuant to this Section 19 and object to the calculation, and Employee shall refund to the Company any overpayments resulting from an incorrect or estimated calculation.

Tax Adjustment Payments. If all or any portion of the amounts payable to the Executive X. X. Xxxxxx under this Employment Agreement (together with all other compensation or payments of cash or property, whether pursuant to this Employment Agreement or otherwise, including, without limitation, the issuance of common shares of the Company, Options or Option Shares or the granting, exercise or termination of options therefor) constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place the Executive X. X. Xxxxxx in the same after-tax position as he would have been in had no such tax assessment been imposed on any such payment paid or payable to the Executive X. X. Xxxxxx under this Employment Agreement or any other payment that the Executive X. X. Xxxxxx may receive in connection therewith. with his employment with the Corporation.. The determination of the amount of any such tax or assessment and the incremental payment required hereby in connection therewith shall be made jointly by the an accounting firm employed by X. X. Xxxxxx and by an accounting firm employed by the Executive Corporation within thirty (30) calendar days after such payment payment; provided, however, if the respective accounting firms employed by X. X. Xxxxxx and said the Corporation cannot agree upon the applicable amount with such thirty (30)-day calendar period, then both firms shall, within ten (10) days thereafter, mutually select a nationally recognized accounting firm which shall make the aforesaid determination within thirty (30) calendar days after its selection, and such determination shall be binding and conclusive on the parties. Upon such determination by the accountants or accountant, as the case may be, the aforesaid incremental payment shall be made within five thirty (530) calendar business days after determination has been madethereafter. The Corporation shall bear all costs and expenses of the aforesaid accounting firms, and to the extent that any of such costs and expenses are includable in the taxable income of X. X. Xxxxxx, then such costs and expenses shall be part of the after-tax computation described above. If, after the date upon which the payment required by this Paragraph Section 6 has been made, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, Internal Revenue Service Service, state or local audit assessment, or otherwise) that the amount of excise or other similar taxes or assessments payable by the Executive X. X. Xxxxxx is greater than the amount initially so determined, then the Company Corporation shall pay the Executive X. X. Xxxxxx an amount equal to the sum of: (i) such additional excise or other taxes, PLUS plus (ii) any interest, fines and penalties resulting from such underpayment, PLUS plus (iii) professional fees incurred with respect to determining and/or defending the same, plus (iv) an amount necessary to reimburse the Executive X. X. Xxxxxx for any income, excise or other tax assessment or professional fees payable by the Executive X. X. Xxxxxx with respect to the amounts specified in (i), (ii) and (iiiii) above, and the reimbursement provided by this clause (iiiiv), in the manner described above in this Paragraph 6Section 6 with respect to the after-tax position of Estrin. Payment thereof shall be made within five ten (510) calendar business days after the date upon which such subsequent determination is made.