Common use of Underpayment and Overpayment; Adjustment to Gross-Up Payment Clause in Contracts

Underpayment and Overpayment; Adjustment to Gross-Up Payment. If the initial Gross-Up Payment provided under Section 5.2 is insufficient to cover the amount of the Excise Tax that is ultimately determined pursuant to a Claim to be owed by Executive with respect to any Payment (an "Underpayment"), the Company, after exhausting its remedies under Section 5.4, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment. If the initial Gross-Up Payment provided under Section 5.2 is in excess of the amount necessary to cover the Excise Tax that is ultimately determined pursuant to a Claim to be owed by Executive with respect to any Payment (an "Overpayment"), the Executive shall promptly repay to the Company an amount equal to the Overpayment within 10 business days of the Company's request for such repayment.

Underpayment and Overpayment; Adjustment to Gross-Up Payment. If the initial Gross-Up Payment provided under Section 5.2 4.2 is insufficient to cover the amount of the Excise Tax that ultimately is ultimately determined pursuant to a Claim to be owed by Executive with respect to any Payment (an "“Underpayment"”), the CompanyFEI, after exhausting its remedies under Section 5.44.4, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment. If the initial Gross-Up Payment provided under Section 5.2 4.2 is in excess of the amount necessary to cover the Excise Tax that is ultimately determined pursuant to a Claim to be owed by Executive with respect to any Payment (an "“Overpayment"”), the Executive shall promptly repay to the Company FEI an amount equal to the Overpayment within 10 business days of the Company's FEI’s request for such repayment.