Common use of Xxxxx-Up Payment Clause in Contracts

Xxxxx-Up Payment. In the event it is determined that any payment or distribution of any type to or for the benefit of the employee, pursuant to this Agreement or otherwise, by the Corporation, any Person who acquires ownership or effective control of the Corporation, or ownership of a substantial portion of the assets of the Corporation (within the meaning of section 280G of the Code and the regulations, including proposed regulations, thereunder) or any affiliate of such Person (the “Total Payments”) would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that, after payment by the Employee of all taxes, (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

Xxxxx-Up Payment. In the event it is shall be determined that any payment or distribution of any type to or for the benefit of the employee, pursuant to this Agreement or otherwiseExecutive, by the CorporationCompany, any Affiliate, or any Person who acquires ownership or effective control of the Corporation, Company or ownership of a substantial portion of the Company's assets of the Corporation (within the meaning of section Section 280G of the Code and the regulations, including proposed regulations, thereunderRegulations) or any affiliate of such Person Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “"Total Payments”) would "), is or will be subject to the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “"Excise Tax”), ") then the Employee Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that, that after payment by the Employee Executive of all taxes, taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Employee Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.