Common use of Tax Consequences under Section 280G Clause in Contracts

Tax Consequences under Section 280G. (i) Whether or not the Executive becomes entitled to the payments and benefits described in this Section 6, if any of the payments or benefits received or to be received by the Executive in connection with a change in ownership or control of the Company, as defined in section 280G of the Code (a “Statutory Change in Control”), or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Statutory Change in Control or any person affiliated with the Company or such person) (collectively, the “Severance Benefits “) will be subject to any excise tax (the “Excise Tax”) imposed under section 4999 of the Code after giving effect to Section 6(a)(iii), the Company shall pay to the Executive an additional amount equal to the Excise Tax, plus any amount necessary to “gross up” the Executive for additional taxes resulting from the payments to the Executive by the Company under this Section 6(a)(i) (the “Excise Tax Payment”). Each Excise Tax Payment shall be made not less than five (5) business days prior to the due date for payment of the Excise Tax.

Tax Consequences under Section 280G. (i) Whether or not the Executive becomes entitled to the payments and benefits described in this Section 6, if any of the payments or benefits received or to be received by the Executive in connection with a change in ownership or control of the CompanyParent, as defined in section 280G of the Code (a “Statutory Change in Control”), or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Statutory Change in Control or any person affiliated with the Company or such person) (collectively, the “Severance Benefits “”) will be subject to any excise tax (the “Excise Tax”) imposed under section 4999 of the Code after giving effect to Section 6(a)(iii6(a)(iii)(B), the Company shall pay to the Executive an additional amount equal to the Excise Tax, plus any amount necessary to “gross up” the Executive for additional taxes resulting from the payments to the Executive by the Company under this Section 6(a)(i6(a) (the “Excise Tax Payment”). Each Excise Tax Payment shall be made not less than five (5) business days prior to the due date for payment of the Excise Tax.

Tax Consequences under Section 280G. (i) Whether or not the Executive becomes entitled to the payments and benefits described in this Section 6, if any of the payments or benefits received or to be received by the Executive in connection with a change in ownership or control of the CompanyParent, as defined in section 280G of the Code (a “Statutory Change in Control”), or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Statutory Change in Control or any person affiliated with the Company or such person) (collectively, the “Severance Benefits “) will be subject to any excise tax (the “Excise Tax”) imposed under section 4999 of the Code after giving effect to Section 6(a)(iii6(a)(iii)(B), the Company shall pay to the Executive an additional amount equal to the Excise Tax, plus any amount necessary to “gross up” the Executive for additional taxes resulting from the payments to the Executive by the Company under this Section 6(a)(i6(a) (the “Excise Tax Payment”). Each Excise Tax Payment shall be made not less than five (5) business days prior to the due date for payment of the Excise Tax.

Tax Consequences under Section 280G. (i) Whether or not the Executive becomes entitled to the payments and benefits described in this Section 6, if any of the payments or benefits received or to be received by the Executive in connection with a change in ownership or control of the CompanyParent, as defined in section 280G of the Code (a “Statutory Change in Control”), or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Statutory Change in Control or any person affiliated with the Company or such person) (collectively, the “Severance Benefits “) will be subject to any excise tax (the “Excise Tax”) imposed under section 4999 of the Code after giving effect to Section 6(a)(iii), the Company shall pay to the Executive an additional amount equal to the Excise Tax, plus any amount necessary to “gross up” the Executive for additional taxes resulting from the payments to the Executive by the Company under this Section 6(a)(i) (the “Excise Tax Payment”). Each Excise Tax Payment shall be made not less than five (5) business days prior to the due date for payment of the Excise Tax.

Tax Consequences under Section 280G. (i) Whether or not the Executive becomes entitled to the payments and benefits described in this Section 6, if any of the payments or benefits received or to be received by the Executive in connection with a change in ownership or control of the Company, as defined in section 280G of the Code (a “Statutory Change in Control”), or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Statutory Change in Control or any person affiliated with the Company or such person) (collectively, the “Severance Benefits “”) will be subject to any excise tax (the “Excise Tax”) imposed under section 4999 of the Code after giving effect to Section 6(a)(iii), the Company shall pay to the Executive an additional amount equal to the Excise Tax, plus any amount necessary to “gross up” the Executive for additional taxes resulting from the payments to the Executive by the Company under this Section 6(a)(i) (the “Excise Tax Payment”). Each Excise Tax Payment shall be made not less than five (5) business days prior to the due date for payment of the Excise Tax.

Tax Consequences under Section 280G. (i) Whether or not the Executive becomes entitled to the payments and benefits described in this Section 5 or 6, if any of the payments or benefits received or to be received by the Executive in connection with a change in ownership or control of the Company, as defined in section 280G of the Code (a “Statutory Change in Control”), or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Statutory Change in Control or any person affiliated with the Company or such person) (collectively, the “Severance Benefits “Benefits”) will be subject to any excise tax (the “Excise Tax”) imposed under section 4999 of the Code after giving effect to Section 6(a)(iii)Code, the Company shall pay to the Executive an additional amount equal to the Excise Tax, plus any amount necessary to “gross up” the Executive for additional taxes resulting from the payments to the Executive by the Company under this Section 6(a)(i) (the “Excise Tax Payment”). Each Excise Tax Payment shall be made not less than five (5) business days prior to the due date for payment of the Excise Tax.