Gross-Up Agreement Sample Contracts

Contract
Gross-Up Agreement • December 6th, 2004 • Hudson United Bancorp • State commercial banks • New Jersey

GROSS-UP AGREEMENT FOR KENNETH T. NEILSON THIS GROSS-UP AGREEMENT (the “Agreement”), is made this 1 day of December, 2004, among Hudson United Bancorp and Hudson United Bank (collectively, the “Company”), New Jersey corporations that maintain principal offices at 1000 MacArthur Boulevard, Mahwah, New Jersey, and Kenneth T. Neilson (the “Executive”). WHEREAS, the Executive is presently an executive officer of the Company; and WHEREAS, the Executive and the Company wish to enter into the Agreement as provided herein; NOW, THEREFORE, for the good and valuable consideration set forth herein, and to induce the Executive to remain in the employ of the Company, the Company and the Executive, each intending to be legally bound hereby, agree as follows: 1. Gross-up. If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 or other substitute or similar tax assessment (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”)

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Form Gross-Up Agreement
Gross-Up Agreement • December 2nd, 2021 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers

As you know, Rogers Corporation (“Rogers”) has entered into a definitive agreement to be acquired by DuPont de Nemours, Inc. (the “Merger”), which we expect to be completed in the first half of 2022 (subject to applicable regulatory and shareholder approvals). Thank you for all you have done to propel Rogers to this point. As we prepare for the Merger, your continued dedication to Rogers is essential and, in consideration for your continued services, we are providing you with this “Gross-Up Agreement”. Under this Gross-Up Agreement, Rogers (or its successor) will pay you an amount such that, after taxes, you retain sufficient funds to pay any excise taxes imposed under the Internal Revenue Code on payments made to you in connection with the Merger. The terms of this Gross-Up Agreement are set forth below.

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