Common use of Additional Gross-up Amounts Clause in Contracts

Additional Gross-up Amounts. If, despite the initial conclusion of the Corporation 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 with finality (pursuant to subsequently-enacted provisions of the Internal Revenue Code, final regulations or published rulings of the Internal Revenue Service, a final judgment of a court of competent jurisdiction or a determination by the Accounting Firm) 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 Corporation or the Executive pursuant to this Section, as applicable, then, within 90 days of such final determination, on a date determined by the Corporation, the Corporation shall pay the Executive an additional Gross-up Payment in order to compensate the Executive for such additional Excise Taxes, any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 11(b), and any federal, state and local income tax, Medicare and any Excise Tax upon such additional Gross-up Payments, calculated in the manner described in Section 11(b).