Common use of Gross-up for Certain Taxes Clause in Contracts

Gross-up for Certain Taxes. (a) If it is determined by Allstate’s independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate pursuant to this Agreement or otherwise, whether or not in connection with a Change of Control (such monetary or other benefits collectively, the “Potential Parachute Payments”), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 5.6 and 5.7, within five business days after such determination, pay Executive an amount (the “Gross-Up Payment”) equal to the product of: (i) the amount of such Excise Taxes multiplied by (ii) the Gross-Up Multiple (as defined in Section 5.4). The Gross-Up Payment is intended to compensate Executive for all Excise Taxes payable by Executive with respect to Potential Parachute Payments and all Taxes or Excise Taxes payable by Executive with respect to the Gross-Up Payment. The Company shall not compensate Executive for any taxes, penalties or interest related to Section 409A of the Code payable by Executive. (b) The determination of Allstate’s independent auditors described in Section 5.1(a), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of such auditors (the “Company Certificate”) delivered to Executive. Executive or the Company may at any time request the preparation and delivery to Executive of a Company Certificate. The Company shall cause the Company Certificate to be delivered to Executive as soon as reasonably possible after such request.

Gross-up for Certain Taxes. (a) If it is determined by Allstatethe Company’s independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate thereof pursuant to this Agreement or otherwise, whether or not in connection with a Change of in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 5.6 8.10 and 5.78.11, within five business days after such determination, and in no event later than December 31 of the year after Executive pays such Excise Taxes, pay Executive an amount (the “Gross-Up Payment”) equal to the product of: (i) the amount of such Excise Taxes multiplied by (ii) the Gross-Up Multiple (as defined in Section 5.48.8). The Gross-Up Payment is intended to compensate Executive for all Excise Taxes payable by Executive with respect to Potential Parachute Payments and all Taxes or Excise Taxes payable by Executive with respect to the Gross-Up Payment. The Company shall not compensate Executive for any taxes, penalties or interest related to tax (and interest) imposed under Section 409A of the Code payable by Executiveshall not be “any similar tax” for purposes of this Agreement. (b) The determination of Allstatethe Company’s independent auditors described in Section 5.1(a8.5(a), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of such auditors (the “Company Certificate”) delivered to Executive. Executive or the Company may at any time request the preparation and delivery to Executive of a Company Certificate. The Company shall cause the Company Certificate to be delivered to Executive as soon as reasonably possible after such request.

Gross-up for Certain Taxes. (a) If it is determined (by Allstatethe reasonable computation of the Company’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate (“Company Certificate”) delivered to the Executive) that any monetary or other benefit received or deemed received by the Executive from the Company or any Affiliate pursuant to this Agreement or otherwise, whether or not in connection with a Change of Control otherwise (such monetary or other benefits collectively, the “Potential Parachute Payments”), ) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 5.6 and 5.7, within five business days after no later than the last day of the calendar year following the calendar year in which Executive pays such determinationExcise Taxes, pay the Executive an amount (the “Gross-Up up Payment”) equal to the product of: (i) the amount of such Excise Taxes multiplied by (ii) the Gross-Up up Multiple (as defined in Section 5.4). The Gross-Up up Payment is intended to compensate the Executive for all the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by Executive with respect to Potential Parachute Payments and all Taxes or Excise Taxes payable by the Executive with respect to the Gross-Up up Payment. The Company shall not compensate For all purposes of this Article V, Executive for any taxes, penalties or interest related to Section 409A of the Code payable by Executive. (b) The determination of Allstate’s independent auditors described in Section 5.1(a), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate deemed to be subject to the highest effective marginal rate of such auditors (the “Company Certificate”) delivered to ExecutiveTaxes. The Executive or the Company may at any time request the preparation and delivery to the Executive of a Company Certificate. The Company shall shall, in addition to complying with Section 5.2, cause all determinations and certifications under the Company Certificate Article to be delivered to Executive made as soon as reasonably possible after such requestand in adequate time to permit the Executive to prepare and file the Executive’s individual tax returns on a timely basis.

Gross-up for Certain Taxes. (ai) If it is determined by Allstate’s the Company's independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate thereof pursuant to this Agreement or otherwise, whether or not in connection with a Change of in Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”"), is or will become subject to any excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 5.6 13(f) and 5.713(g), within five business days after such determination, pay Executive an amount (the “"Gross-Up Payment”") equal to the product of: (i1) the amount of such Excise Taxes multiplied by (ii2) the Gross-Up Multiple (as defined in Section 5.413(d)). The Gross-Up Payment is intended to compensate Executive for all Excise Taxes payable by Executive with respect to Potential Parachute Payments and all Taxes federal, state, local or other income, employment or other taxes ("Taxes") or Excise Taxes payable by Executive with respect to the Gross-Up Payment. The Company shall not compensate Executive for any taxes, penalties or interest related to Section 409A of the Code payable by Executive. (bii) The determination of Allstate’s the Company's independent auditors described in Section 5.1(a13(a)(i), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of such auditors (the “"Company Certificate”") delivered to Executive. Executive or the Company may at any time request the preparation and delivery to Executive of a Company Certificate. The Company shall cause the Company Certificate to be delivered to Executive as soon as reasonably possible after such request. (iii) For purposes of this Section 13, the term "Change in Control" means any one or more of the following to occur after the date of this Agreement:

Gross-up for Certain Taxes. (a) If it is determined by Allstatethe Company’s independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate thereof pursuant to this Agreement or otherwise, whether or not in connection with a Change of in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 5.6 8.10 and 5.78.11, within five business days after such determination, pay Executive an amount (the “Gross-Up Payment”) equal to the product of: (i) the amount of such Excise Taxes multiplied by (ii) the Gross-Up Multiple (as defined in Section 5.48.8). The Gross-Up Payment is intended to compensate Executive for all Excise Taxes payable by Executive with respect to Potential Parachute Payments and all Taxes or Excise Taxes payable by Executive with respect to the Gross-Up Payment. The Company shall not compensate Executive for any taxes, penalties or interest related to tax (and interest) imposed under Section 409A of the Code payable by Executiveshall not be “any similar tax” for purposes of this Agreement. (b) The determination of Allstatethe Company’s independent auditors described in Section 5.1(a8.5(a), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of such auditors (the “Company Certificate”) delivered to Executive. Executive or the Company may at any time request the preparation and delivery to Executive of a Company Certificate. The Company shall cause the Company Certificate to be delivered to Executive as soon as reasonably possible after such request.