Common use of Termination After Change in Control Clause in Contracts

Termination After Change in Control. Upon the occurrence of any Qualifying Termination (as defined above): (a) The Company shall pay, as severance pay in a lump sum on the tenth (10th) business day following the date of termination, an amount equal to: (i) the Base Salary; plus (ii) one-twelfth (1/12) of the Base Salary for each Year of Employment of such Executive by the Company up to an aggregate amount payable under this clause (ii) of one times Base Salary; plus (iii) any and all bonuses, if applicable, paid by the Company to Executive for the fiscal year ending immediately before the Change in Control of the Company. For purposes of this section, "Year of Employment" shall include a period of less than twelve (12) months. (b) Executive, at the Company's cost, shall be entitled to continuation of coverage for twelve (12) months (beginning with the month subsequent to the effective date of the termination) under all Company paid or partially paid health, disability or group life insurance plans or any retirement, pension or profit sharing plans, in each case at such level as had been available to and selected by Executive immediately prior to the Change in Control. (c) If any of the payments contemplated by this Agreement or any other compensation, benefit or other amount ("Parachute Payments") will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (including any interest and penalties, the "Excise Tax"), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax and any taxes on the Excise Tax, shall be equal to the amount Executive would have received if no Excise Tax had been imposed. For purposes of determining the Gross-Up Payment, Executive shall be deemed to pay taxes at the tax rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be a different amount than the amount taken into account hereunder at the time a Parachute Payment is made, the Gross-Up Payment shall be adjusted accordingly at the time that the amount of such difference is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses and costs incurred by Executive related to the Excise Tax or the Gross-Up Payment, including but not limited to (i) the determination of the reasonableness of any Company position, (ii) the preparation of any tax return or other tax filing, or (iii) any audit, litigation or other proceeding.

Termination After Change in Control. Upon If the Employer terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, and such termination is coincident with or within an eighteen (18) month period following the occurrence of any Qualifying Termination (as defined above): a Change in Control, the Employer shall pay Employee severance pay in an amount equal to (a) The Company shall pay0.5, as severance pay in a lump sum on multiplied by (b) the tenth Employee’s Average Annual Base Salary, multiplied by (10thc) business day following each year of service Employee has with Employer at the date of termination, an up to a maximum amount equal to: of four (i4) years of service; provided, however, in no case shall the product of (a) multiplied by (b) multiplied by (c) be greater than two (2) times the Employee’s Average Annual Base Salary; plus (ii) one-twelfth (1/12) of the Base Salary for each Year of Employment of such Executive by the Company up to an aggregate amount payable under this clause (ii) of one times Base Salary; plus (iii) any and all bonuses, if applicable, paid by the Company to Executive for the fiscal year ending immediately before the Change in Control of the Company. For purposes of this section, subparagraph "Year of EmploymentAverage Annual Base Salary" shall include a period be calculated as the Employee’s Annual Base Pay for the preceding five (5) fiscal years of Employer divided by five (5). Should the Employee have less than twelve five (125) monthsfiscal years of service with Employer at the date of termination, the Average Annual Base Salary shall be calculated as the average of the Employee’s Annual Base Pay using the applicable fiscal years of service with Employer. The severance pay will be paid to the Employee within the period specified in Section 9(c)(iii) below after the expiration of any applicable revocation periods set forth in the Release required under Section 9(e)(i) below. This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of Employer. (i) To the extent permitted by applicable law and Employer’s benefit plans, Employer shall maintain Employee’s paid coverage for health insurance through the payment of Employee’s COBRA premiums until the earlier to occur of: (a) the date Employee is provided by another employer benefits substantially comparable to the health insurance benefits provided by Employer (which Employee must provide prompt notice with respect thereto to Employer), or (b) Executivethe expiration of the COBRA Continuation Period. During the applicable period of coverage described in the foregoing sentence, at the Company's cost, Employee shall be entitled to continuation benefits on substantially the same basis as would have otherwise been provided had Employee not been terminated and Employer will have no obligation to pay any benefits to or premiums on behalf of Employee after such period ends. To the extent that such benefits are available under Employer’s benefit plans and Employee had such coverage for twelve (12) months (beginning with the month subsequent to the effective date of the termination) under all Company paid or partially paid health, disability or group life insurance plans or any retirement, pension or profit sharing plans, in each case at such level as had been available to and selected by Executive immediately prior to termination of employment, such continuation of benefits for Employee shall also cover the Change in Control. (cEmployee’s dependents for so long as Employee is receiving such benefits under this Section 9(c)(i). The COBRA Continuation Period for health insurance under this Section 9(c)(i) If any of the payments contemplated by this Agreement or any other compensation, benefit or other amount ("Parachute Payments") will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (including any interest and penalties, the "Excise Tax"), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax and any taxes on the Excise Tax, shall be equal to the amount Executive would have received if no Excise Tax had been imposed. For purposes of determining the Gross-Up Payment, Executive shall be deemed to pay taxes at run concurrent with the tax rate continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable at federal, state, or local coverage period for benefits provided to terminated employees under the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be a different amount than the amount taken into account hereunder at the time a Parachute Payment is made, the Gross-Up Payment shall be adjusted accordingly at the time that the amount of such difference is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses and costs incurred by Executive related to the Excise Tax or the Gross-Up Payment, including but not limited to (i) the determination of the reasonableness of any Company position, health care plan(s). (ii) the preparation In addition, Employer shall pay Employee a lump sum cash payment of any tax return or other tax filing, or Ten Thousand ($10,000.00) Dollars in order to cover expenses associated with seeking another employment position. (iii) any auditAll payments to be made pursuant to this Section 9(c) shall be made, litigation or other proceedingin lump sum, no later than sixty (60) days after the date of termination; provided, however, that all benefits due under Section 9(c)(i) shall be provided as specified thereunder.

Termination After Change in Control. Upon If the Employer terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, and such termination is coincident with or within an eighteen (18) month period following the occurrence of any Qualifying Termination (as defined above): a Change in Control, the Employer shall pay Employee severance pay in an amount equal to (a) The Company shall pay0.5, as severance pay in a lump sum on multiplied by (b) the tenth Employee’s Average Annual Base Salary, multiplied by (10thc) business day following each year of service Employee has with Employer at the date of termination, an up to a maximum amount equal to: of four (i4) years of service; provided, however, in no case shall the product of (a) multiplied by (b) multiplied by (c) be greater than two (2) times the Employee’s Average Annual Base Salary; plus (ii) one-twelfth (1/12) of the Base Salary for each Year of Employment of such Executive by the Company up to an aggregate amount payable under this clause (ii) of one times Base Salary; plus (iii) any and all bonuses, if applicable, paid by the Company to Executive for the fiscal year ending immediately before the Change in Control of the Company. For purposes of this section, subparagraph "Year of EmploymentAverage Annual Base Salary" shall include a period be calculated as the Employee’s Annual Base Pay for the preceding five (5) fiscal years of Employer divided by five (5). Should the Employee have less than twelve five (125) monthsfiscal years of service with Employer at the date of termination, the Average Annual Base Salary shall be calculated as the average of the Employee’s Annual Base Pay using the applicable fiscal years of service with Employer. The severance pay will be paid to the Employee within the period specified in Section 8(c)(iii) below after the expiration of any applicable revocation periods set forth in the Release required under Section 8(e)(i) below. This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of Employer. (i) To the extent permitted by applicable law and Employer’s benefit plans, Employer shall maintain Employee’s paid coverage for health insurance through the payment of Employee’s COBRA premiums until the earlier to occur of: (a) the date Employee is provided by another employer benefits substantially comparable to the health insurance benefits provided by Employer (which Employee must provide prompt notice with respect thereto to Employer), or (b) Executivethe expiration of the COBRA Continuation Period. During the applicable period of coverage described in the foregoing sentence, at the Company's cost, Employee shall be entitled to continuation benefits on substantially the same basis as would have otherwise been provided had Employee not been terminated and Employer will have no obligation to pay any benefits to or premiums on behalf of Employee after such period ends. To the extent that such benefits are available under Employer’s benefit plans and Employee had such coverage for twelve (12) months (beginning with the month subsequent to the effective date of the termination) under all Company paid or partially paid health, disability or group life insurance plans or any retirement, pension or profit sharing plans, in each case at such level as had been available to and selected by Executive immediately prior to termination of employment, such continuation of benefits for Employee shall also cover the Change in Control. (cEmployee’s dependents for so long as Employee is receiving such benefits under this Section 8(c)(i). The COBRA Continuation Period for health insurance under this Section 8(c)(i) If any of the payments contemplated by this Agreement or any other compensation, benefit or other amount ("Parachute Payments") will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (including any interest and penalties, the "Excise Tax"), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax and any taxes on the Excise Tax, shall be equal to the amount Executive would have received if no Excise Tax had been imposed. For purposes of determining the Gross-Up Payment, Executive shall be deemed to pay taxes at run concurrent with the tax rate continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable at federal, state, or local coverage period for benefits provided to terminated employees under the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be a different amount than the amount taken into account hereunder at the time a Parachute Payment is made, the Gross-Up Payment shall be adjusted accordingly at the time that the amount of such difference is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses and costs incurred by Executive related to the Excise Tax or the Gross-Up Payment, including but not limited to (i) the determination of the reasonableness of any Company position, health care plan(s). (ii) the preparation In addition, Employer shall pay Employee a lump sum cash payment of any tax return or other tax filing, or Ten Thousand ($10,000.00) Dollars in order to cover expenses associated with seeking another employment position. (iii) any auditAll payments to be made pursuant to this Section 8(c) shall be made, litigation or other proceedingin lump sum, no later than sixty (60) days after the date of termination; provided, however, that all benefits due under Section 8(c)(i) shall be provided as specified thereunder.

Termination After Change in Control. Upon If the Employer terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, and such termination is coincident with or within an eighteen (18) month period following the occurrence of any Qualifying Termination (as defined above): a Change in Control, the Employer shall pay Employee severance pay in an amount equal to (a) The Company shall pay0.5, as severance pay in a lump sum on multiplied by (b) the tenth Employee’s Average Annual Base Salary, multiplied by (10thc) business day following each year of service Employee has with Employer at the date of termination, an up to a maximum amount equal to: of four (i4) years of service; in no case shall the product of (a) multiplied by (b) multiplied by (c) be greater than two (2) times the Employee’s Average Annual Base Salary; plus (ii) one-twelfth (1/12) of the Base Salary for each Year of Employment of such Executive by the Company up to an aggregate amount payable under this clause (ii) of one times Base Salary; plus (iii) any and all bonuses, if applicable, paid by the Company to Executive for the fiscal year ending immediately before the Change in Control of the Company. For purposes of this section, subparagraph "Year of EmploymentAverage Annual Base Salary" shall include a period be calculated as the Employee’s Annual Base Pay for the preceding five (5) fiscal years of the Employer divided by five (5). Should the Employee have less than twelve five (125) monthsfiscal years of service with the Employer at the date of termination, the Average Annual Base Salary shall be calculated as the average of the Employee’s Annual Base Pay using the applicable fiscal years of service with the Employer. The severance pay will be paid to the Employee within the period specified in Section 9(b)(iii) below after the expiration of any applicable revocation periods set forth in the Release required under Section 9(d)(i) below. This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of the Employer. (i) To the extent permitted by applicable law and the Employer’s benefit plans, the Employer shall maintain the Employee’s paid coverage for health insurance through the payment of the Employee’s COBRA premiums until the earlier to occur of: (a) the date the Employee is provided by another employer benefits substantially comparable to the health insurance benefits provided by the Employer (which the Employee must provide prompt notice with respect thereto to the Employer), or (b) Executivethe expiration of the COBRA Continuation Period. During the applicable period of coverage described in the foregoing sentence, at the Company's cost, Employee shall be entitled to continuation of coverage for twelve (12) months (beginning with benefits on substantially the month subsequent same basis as would have otherwise been provided had the Employee not been terminated and the Employer will have no obligation to the effective date pay any benefits to or premiums on behalf of the termination) Employee after such period ends. To the extent that such benefits are available under all Company paid or partially paid health, disability or group life insurance the Employer’s benefit plans or any retirement, pension or profit sharing plans, in each case at and the Employee had such level as had been available to and selected by Executive coverage immediately prior to termination of employment, such continuation of benefits for the Change in Control. (cEmployee shall also cover the Employee’s dependents for so long as the Employee is receiving such benefits under this Section 9(b)(i). The COBRA Continuation Period for health insurance under this Section 9(b)(i) If any of the payments contemplated by this Agreement or any other compensation, benefit or other amount ("Parachute Payments") will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (including any interest and penalties, the "Excise Tax"), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax and any taxes on the Excise Tax, shall be equal to the amount Executive would have received if no Excise Tax had been imposed. For purposes of determining the Gross-Up Payment, Executive shall be deemed to pay taxes at run concurrent with the tax rate continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable at federal, state, or local coverage period for benefits provided to terminated employees under the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be a different amount than the amount taken into account hereunder at the time a Parachute Payment is made, the Gross-Up Payment shall be adjusted accordingly at the time that the amount of such difference is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses and costs incurred by Executive related to the Excise Tax or the Gross-Up Payment, including but not limited to (i) the determination of the reasonableness of any Company position, health care plan(s). (ii) the preparation A lump sum cash payment of any tax return or other tax filing, or One Thousand ($1,000.00) Dollars in order to cover expenses associated with seeking another employment position. (iii) any auditAll payments to be made pursuant to this Section 9(b) shall be made, litigation or other proceedingin lump sum, no later than sixty (60) days after the date of termination; provided, however, that all benefits due under Section 9(b)(i) shall be provided as specified thereunder.

Termination After Change in Control. Upon If the Employer terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, and such termination is coincident with or within an eighteen (18) month period following the occurrence of any Qualifying Termination (as defined above): a Change in Control, the Employer shall pay Employee severance pay in an amount equal to (a) The Company shall pay0.5, as severance pay in a lump sum on multiplied by (b) the tenth Employee’s Average Annual Base Salary, multiplied by (10thc) business day following each year of service Employee has with Employer at the date of termination, an up to a maximum amount equal to: of four (i4) years of service; in no case shall the product of (a) multiplied by (b) multiplied by (c) be greater than two (2) times the Employee’s Average Annual Base Salary; plus (ii) one-twelfth (1/12) of the Base Salary for each Year of Employment of such Executive by the Company up to an aggregate amount payable under this clause (ii) of one times Base Salary; plus (iii) any and all bonuses, if applicable, paid by the Company to Executive for the fiscal year ending immediately before the Change in Control of the Company. For purposes of this section, "Year subparagraph “Average Annual Base Salary” shall be calculated as the Employee’s Annual Base Pay for the preceding five (5) fiscal years of Employment" shall include a period of the Employer divided by five (5). Should the Employee have less than twelve five (125) monthsfiscal years of service with the Employer at the date of termination, the Average Annual Base Salary shall be calculated as the average of the Employee’s Annual Base Pay using the applicable fiscal years of service with the Employer. The severance pay will be paid to the Employee within the period specified in Section 10(b)(3) below after the expiration of any applicable revocation periods set forth in the Release. This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of the Employer. (1) To the extent permitted by applicable law and the Employer’s benefit plans, the Employer shall maintain the Employee’s paid coverage for health insurance through the payment of the Employee’s COBRA premiums until the earlier to occur of: (a) the date the Employee is provided by another employer benefits substantially comparable to the health insurance benefits provided by the Employer (which the Employee must provide prompt notice with respect thereto to the Employer), or (b) Executivethe expiration of the COBRA Continuation Period. During the applicable period of coverage described in the foregoing sentence, at the Company's cost, Employee shall be entitled to continuation of coverage for twelve (12) months (beginning with benefits on substantially the month subsequent same basis as would have otherwise been provided had the Employee not been terminated and the Employer will have no obligation to the effective date pay any benefits to or premiums on behalf of the termination) Employee after such period ends. To the extent that such benefits are available under all Company paid or partially paid health, disability or group life insurance the Employer’s benefit plans or any retirement, pension or profit sharing plans, in each case at and the Employee had such level as had been available to and selected by Executive coverage immediately prior to termination of employment, such continuation of benefits for the Change in Control. (cEmployee shall also cover the Employee’s dependents for so long as the Employee is receiving such benefits under this Section 10(b)(l). The COBRA Continuation Period for health insurance under this Section 10(b)(l) If any of the payments contemplated by this Agreement or any other compensation, benefit or other amount ("Parachute Payments") will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (including any interest and penalties, the "Excise Tax"), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax and any taxes on the Excise Tax, shall be equal to the amount Executive would have received if no Excise Tax had been imposed. For purposes of determining the Gross-Up Payment, Executive shall be deemed to pay taxes at run concurrent with the tax rate continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable at federal, state, or local coverage period for benefits provided to terminated employees under the time health care plan(s). (2) A lump sum cash payment of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined One Thousand ($1,000.00) Dollars in order to cover expenses associated with seeking another employment position. (3) All payments to be a different amount than the amount taken into account hereunder at the time a Parachute Payment is made pursuant to this Section 10(b) shall be made, in lump sum, no later than sixty (60) days after the Gross-Up Payment date of termination; provided, however, that all benefits due under Section 10(b)(1) shall be adjusted accordingly at the time that the amount of such difference is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses and costs incurred by Executive related to the Excise Tax or the Gross-Up Payment, including but not limited to (i) the determination of the reasonableness of any Company position, (ii) the preparation of any tax return or other tax filing, or (iii) any audit, litigation or other proceedingprovided as specified thereunder.

Termination After Change in Control. Upon If the Employer terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, and such termination is coincident with or within an eighteen (18) month period following the occurrence of any Qualifying Termination (as defined above): a Change in Control, the Employer shall pay Employee severance pay in an amount equal to (a) The Company shall pay0.5, as severance pay in a lump sum on multiplied by (b) the tenth Employee’s Average Annual Base Salary, multiplied by (10thc) business day following each year of service Employee has with Employer at the date of termination, an up to a maximum amount equal to: of four (i4) years of service; provided, however, in no case shall the product of (a) multiplied by (b) multiplied by (c) be greater than two (2) times the Employee’s Average Annual Base Salary; plus (ii) one-twelfth (1/12) of the Base Salary for each Year of Employment of such Executive by the Company up to an aggregate amount payable under this clause (ii) of one times Base Salary; plus (iii) any and all bonuses, if applicable, paid by the Company to Executive for the fiscal year ending immediately before the Change in Control of the Company. For purposes of this section, "Year subparagraph “Average Annual Base Salary” shall be calculated as the Employee’s Annual Base Pay for the preceding five (5) fiscal years of Employment" shall include a period of the Employer divided by five (5). Should the Employee have less than twelve five (125) monthsfiscal years of service with the Employer at the date of termination, the Average Annual Base Salary shall be calculated as the average of the Employee’s Annual Base Pay using the applicable fiscal years of service with the Employer. The severance pay will be paid to the Employee within the period specified in Section 9(b)(iii) below after the expiration of any applicable revocation periods set forth in the Release required under Section 9(d)(i) below. This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of the Employer. (i) To the extent permitted by applicable law and the Employer’s benefit plans, the Employer shall maintain the Employee’s paid coverage for health insurance through the payment of the Employee’s COBRA premiums until the earlier to occur of: (a) the date the Employee is provided by another employer benefits substantially comparable to the health insurance benefits provided by the Employer (which the Employee must provide prompt notice with respect thereto to the Employer), or (b) Executivethe expiration of the COBRA Continuation Period. During the applicable period of coverage described in the foregoing sentence, at the Company's cost, Employee shall be entitled to continuation of coverage for twelve (12) months (beginning with benefits on substantially the month subsequent same basis as would have otherwise been provided had the Employee not been terminated and the Employer will have no obligation to the effective date pay any benefits to or premiums on behalf of the termination) Employee after such period ends. To the extent that such benefits are available under all Company paid or partially paid health, disability or group life insurance the Employer’s benefit plans or any retirement, pension or profit sharing plans, in each case at and the Employee had such level as had been available to and selected by Executive coverage immediately prior to termination of employment, such continuation of benefits for the Change in Control. (cEmployee shall also cover the Employee’s dependents for so long as the Employee is receiving such benefits under this Section 9(b)(i). The COBRA Continuation Period for health insurance under this Section 9(b)(i) If any of the payments contemplated by this Agreement or any other compensation, benefit or other amount ("Parachute Payments") will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (including any interest and penalties, the "Excise Tax"), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax and any taxes on the Excise Tax, shall be equal to the amount Executive would have received if no Excise Tax had been imposed. For purposes of determining the Gross-Up Payment, Executive shall be deemed to pay taxes at run concurrent with the tax rate continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable at federal, state, or local coverage period for benefits provided to terminated employees under the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be a different amount than the amount taken into account hereunder at the time a Parachute Payment is made, the Gross-Up Payment shall be adjusted accordingly at the time that the amount of such difference is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses and costs incurred by Executive related to the Excise Tax or the Gross-Up Payment, including but not limited to (i) the determination of the reasonableness of any Company position, health care plan(s). (ii) In addition, the preparation Employer shall pay the Employee a lump sum cash payment of any tax return or other tax filing, or One Thousand ($1,000.00) Dollars in order to cover expenses associated with seeking another employment position. (iii) any auditAll payments to be made pursuant to this Section 9(b) shall be made, litigation or other proceedingin lump sum, no later than sixty (60) days after the date of termination; provided, however, that all benefits due under Section 9(b)(i) shall be provided as specified thereunder.