Common use of Tax Consideration Clause in Contracts

Tax Consideration. Notwithstanding anything herein to the contrary, in the event any payments, benefits, or distributions (or combination thereof) from the Company, any affiliates, or any trust established by the Company or any affiliate for the benefit of its employees, to the Employee or for Employee’s benefit (including, without limitation, payments hereunder or under any equity or option award, including the value of any acceleration of such award), (“Total Payments”) are determined by the Company to be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar federal or state excise tax, FICA tax, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest or penalties are hereinafter collectively referred to as the “Excise Tax”), the Company shall pay to the Employee an additional amount (the “Gross-Up Payment”) such that after the payment by the Employee of all federal, state, or local income taxes, Excise Taxes, FICA taxes, or other taxes (including any interest or penalties imposed with respect thereto) imposed upon the receipt of the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Total Payments. Any Gross-Up Payment may be withheld by the Company from the Employee and submitted to the applicable governmental taxing authorities on Employee’s behalf. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Employee shall repay to the Company, at the time the reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction; provided, however, that Employee shall not be obligated to return such excess until receipt by the Employee of a refund of such amount from the applicable governmental taxing authorities. . If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Company shall make an additional Gross-Up Payment to the Employee (or to the applicable governmental taxing authorities as withholding on the Employee’s behalf) in respect of such excess at the time the amount of such excess is finally determined. The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall:

Tax Consideration. Notwithstanding anything herein to the contrary, in the event any payments, benefits, or distributions (or combination thereof) from the Company, any affiliates, or any trust established by the Company or any affiliate for the benefit of its employees, payments to the Employee or for Employee’s benefit Executive hereunder (including, without limitation, payments hereunder or under any equity or option award, including the value of any acceleration of such award), (“"Total Payments”") are determined by the Company to be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") or any similar federal or state excise tax, FICA tax, or any interest or penalties are incurred by the Employee Executive with respect to such excise tax (such excise tax, together with any such interest or penalties are hereinafter collectively referred to as the “"Excise Tax”"), the Company shall pay to the Employee Executive (or to the Internal Revenue Service) at the time specified in Section 11(d)(vi), an additional amount (the “"Gross-Up Payment”") such that after the payment by the Employee Executive of all federal, state, or local income taxes, Excise Taxes, FICA taxes, or other taxes (including any interest or penalties imposed with respect thereto) imposed upon the receipt of the Gross-Up Payment, the Employee Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Total Payments. Any Gross-Up Payment may be withheld by the Company from the Employee and submitted to the applicable governmental taxing authorities on Employee’s behalf. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Employee Executive shall repay to the Company, at the time the reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction; provided, however, that Employee shall not be obligated to return such excess until receipt by the Employee of a refund of such amount from the applicable governmental taxing authorities. . If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Company shall make an additional Gross-Up Payment to the Employee (or to the applicable governmental taxing authorities as withholding on the Employee’s behalf) Executive in respect of such excess at the time the amount of such excess is finally determined. The Employee Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee Executive shall:

Tax Consideration. Notwithstanding anything herein to the contrary, in the event any payments, benefits, or distributions (or combination thereof) from the Company, any affiliates, or any trust established by the Company or any affiliate for the benefit of its employees, payments to the Employee or for Employee’s benefit (including, without limitation, payments hereunder or under any equity or option award, including the value of any acceleration of such award), (“Total Payments”) are determined by the Company to be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar federal or state excise tax, FICA tax, or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest or penalties are hereinafter collectively referred to as the “Excise Tax”), the Company shall pay to the Employee an additional amount (the “Gross-Up Payment”) such that after the payment by the Employee of all federal, state, or local income taxes, Excise Taxes, FICA taxes, or other taxes (including any interest or penalties imposed with respect thereto) imposed upon the receipt of the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Total Payments. Any Gross-Up Payment may be withheld by the Company from the Employee and submitted to the applicable governmental taxing authorities on Employee’s behalf. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Employee shall repay to the Company, at the time the reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction; provided, however, that Employee shall not be obligated to return such excess until receipt by the Employee of a refund of such amount from the applicable governmental taxing authorities. . If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Company shall make an additional Gross-Up Payment to the Employee (or to the applicable governmental taxing authorities as withholding on the Employee’s behalf) in respect of such excess at the time the amount of such excess is finally determined. The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall:

Tax Consideration. Notwithstanding anything herein to the contrary, in the event any payments, benefits, or distributions (or combination thereof) from the Company, any affiliates, or any trust established by the Company or any affiliate for the benefit of its employees, payments to the Employee or for Employee’s benefit Executive hereunder (including, without limitation, payments hereunder or under any equity or option award, including the value of any acceleration of such award), (“"Total Payments”") are determined by the Company to be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") or any similar federal or state excise tax, FICA tax, or any interest or penalties are incurred by the Employee Executive with respect to such excise tax (such excise tax, together with any such interest or penalties are hereinafter collectively referred to as the “"Excise Tax”"), the Company shall pay to the Employee Executive at the time specified in Section 11(d)(vi), an additional amount (the “"Gross-Up Payment”") such that after the payment by the Employee Executive of all federal, state, or local income taxes, Excise Taxes, FICA taxes, or other taxes (including any interest or penalties imposed with respect thereto) imposed upon the receipt of the Gross-Up Payment, the Employee Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Total Payments. Any Gross-Up Payment may be withheld by the Company from the Employee and submitted to the applicable governmental taxing authorities on Employee’s behalf. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, the Employee Executive shall repay to the Company, at the time the reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction; provided, however, that Employee shall not be obligated to return such excess until receipt by the Employee of a refund of such amount from the applicable governmental taxing authorities. . If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of termination of employment, the Company shall make an additional Gross-Up Payment to the Employee (or to the applicable governmental taxing authorities as withholding on the Employee’s behalf) Executive in respect of such excess at the time the amount of such excess is finally determined. The Employee Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee Executive shall: