Common use of Determination of Gross-Up Clause in Contracts

Determination of Gross-Up. (i) Except as provided in Section 6(c), the determination that a Payment is subject to an Excise Tax will be made in writing by a nationally recognized public accounting firm mutually agreeable to the Company and Executive (the "Accounting Firm"). Such determination will include the amount of the Gross-Up Payment and detailed computations thereof, including any assumptions used in such computations. Any determination by the Accounting Firm will be binding on the Company and Executive. (ii) For purposes of determining the amount of the Gross-Up Payment, Executive will be deemed to pay Federal income taxes at the highest marginal rate of Federal individual income taxation in the calendar year in which the Gross-Up Payment is to be made. Such highest marginal rate will take into account the loss of itemized deductions by Executive and will also include Executive's share of the hospital insurance portion of FICA and state and local income taxes at the highest marginal rate of individual income taxation in the state and locality of Executive's residence on the date that the Payment is made, net of the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.