Common use of Additional Gross-up Amounts Clause in Contracts

Additional Gross-up Amounts. If, despite the initial conclusion of the Company and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or the Company's independent auditors) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Company or the Executive pursuant to 7.1 or 7.2, as applicable, then the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of (a) the sum of (1) such additional Excise Taxes and (2) any interest, fines, penalties, or expenses incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to 7.1 or 7.2, as applicable, multiplied by (b) the Gross-up Multiple.

Additional Gross-up Amounts. If, despite the initial conclusion of the Company and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or the Company's independent auditors) auditors that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Company or the Executive pursuant to Section 7.1 or 7.2, as applicable, then the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of (a) the sum of (1) such additional Excise Taxes and (2) any interest, fines, penalties, expenses or expenses other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 7.1 or 7.2, as applicable, multiplied by (b) the Gross-up Multiple.