Common use of Section 280G Gross-Up Payment Clause in Contracts

Section 280G Gross-Up Payment. (a) If, during the term of the Executive’s employment, there is a change in ownership or control of the Company that causes any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 6(a)) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, being the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Gross-Up Payment shall be paid to the Executive no later than the end of the taxable year next following the taxable year in which the Executive remits the taxes related to the Gross-Up Payment.

Section 280G Gross-Up Payment. (a) If, during If the term total of the Executive’s employment, there is a change in ownership or control of the Company that causes any payment or distribution by the Company all payments ----------------------------- made to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 6(a)) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise taxAgreement, together with any interest or penalties incurred by other payments which the Executive with respect has a right to such receive from the Employer, the Corporation, or any Employers, affiliates or subsidiaries of the foregoing result in the imposition of an excise tax, being the “Excise Tax”tax under Internal Revenue Code Section 4999 (or any successor thereto), then the Employer shall pay the Executive shall be entitled to receive an additional excise tax adjustment payment (a “Gross-Up Payment”) in an amount such that that, after the payment by the Executive of all taxes (including any interest or penalties imposed with respect to such federal and state income and excise taxes), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive will retain be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Internal Revenue Code Sections 280G or 4999 (or any successor provisions thereto) for purposes of determining whether an excise tax is payable shall be deemed a payment "made to the Executive" or a payment "which the Executive has a right to receive" for purposes of this provision. The Employer shall be responsible for the costs of calculation of the excise tax by its independent certified accountant and tax counsel and shall notify the Executive of the amount of the Gross-Up Payment equal excise tax due prior to the Excise Tax imposed upon time such excise tax is due. If at any time it is determined that the Payments. The Gross-Up Payment shall be paid additional excise tax adjustment payment previously made to the Executive no later than was insufficient to cover the end effect of the taxable year next following excise tax, the taxable year in which excise tax gross-up payment pursuant to this provision shall be increased to make the Executive remits whole, including an amount to cover the taxes related to payment of any penalties resulting from incorrect or late payment of the Gross-Up Paymentexcise tax resulting from the prior calculation.