Common use of Taxes With Respect To Payments Clause in Contracts

Taxes With Respect To Payments. In connection with a Change of Control Event, the Company's accountants, Deloitte & Touche LLP, shall promptly determine whether any payments, distributions or benefits (or the acceleration of the right to receive any payments, distributions or benefits) received or to be received by the Executive from the Company or any affiliate of the Company under this Agreement or under any other agreement, plan or otherwise ("Payments") are subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"). Deloitte & Touche LLP shall make this determination without applying the exemption for small business corporations contained in Section 280G(b)(5) of the Code unless Deloitte & Touche LLP delivers a written opinion reasonably satisfactory to the Executive that the exemption does apply. If Deloitte & Touche LLP determines that Payments are subject to the Excise Tax, then the Company shall pay to the Executive an additional payment (the "Excise Tax Gross-Up Payment") at the time such Payments are made to the Executive. The amount of the Excise Tax Gross-Up Payment shall be the amount as determined by Deloitte & Touche LLP necessary to put the Executive in the same after-tax financial position that the Executive would have occupied if the Payments were not subject to the Excise Tax, assuming for this purpose that the Executive is subject to federal and state income tax at the highest marginal rates applicable to individuals in the state in which the Executive resides in the year in which any Excise Tax Gross-Up Payment is made. If, after Payments and any related Excise Tax Gross-Up Payment are made to an Executive, there is a determination, within the meaning of Section 1313 of the Code, that Excise Tax is owed by the Executive in an amount greater than the amount originally determined by Deloitte & Touche LLP, then the Company shall pay an additional Excise Tax Gross-Up Payment to the Executive with respect to the additional Excise Tax. Any Excise Tax Gross-Up Payment required pursuant to this Agreement shall be paid to the Executive less applicable withholding. The Executive shall promptly inform the Company of, and shall permit participation by the Company in, any investigation, audit or other proceeding by or with the Internal Revenue Service or any other taxing authority with respect to Excise Tax, and shall not consent to a settlement or final determination with respect to Excise Tax without the prior written consent of the Company, which shall not be withheld unreasonably.