Common use of Certain Increase in Payments Clause in Contracts

Certain Increase in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that Executive experiences a Termination upon a Change of Control and it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), Executive shall be paid an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive from the Payment and the Gross-Up Payment, after deduction of any excise tax imposed under Section 4999 of the Code and any federal, state and local income and employment tax and excise tax imposed upon the Gross-Up Payment, shall be equal to the Payment. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the date of Executive's Termination upon a Change of Control, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Certain Increase in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that Executive experiences a Termination upon a Change of Control and it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), Executive shall be paid an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive from the Payment and the Gross-Up Payment, after deduction of any excise tax imposed under Section 4999 of the Code and any federal, state and local income and employment tax and excise tax imposed upon the Gross-Up Payment, shall be equal to the Payment. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the date of Executive's Termination upon a Change of Control, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Certain Increase in Payments. (ai) Anything in Notwithstanding any other provision of this Agreement to Agreement, if any portion of any payment under this Agreement, or under any other agreement with or plan of the contrary notwithstanding, Company or its affiliates (in the event that Executive experiences a Termination upon a Change of Control and it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the aggregate "PaymentTotal Payments"), would constitute an "excess an"excess parachute payment," within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), Executive shall be paid an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive from the Payment and the Gross-Up Payment, after deduction of any excise tax imposed under Section 4999 of the Internal Revenue Code and of 1986, as amended (the "Code"), any interest charges or penalties in respect of the imposition of such excise tax (but not any federal, state or local income tax, or employment tax) on the Total Payments, any federal, state and local income and tax, employment tax tax, and excise tax imposed upon the Gross-Up Paymentpayment provided for by this paragraph (i) of Section 5(d), shall be equal to the PaymentTotal Payments. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence domicile for income tax purposes on the date of Executive's Termination upon a Change of Controlthe Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Certain Increase in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that Executive experiences a Termination upon a Change of Control and it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the 21 "Code"), whether or not related to an event occurring before or after the Effective Date (provided, that this provision shall only be applicable to the first Change of Control which occurs after the Closing), Executive shall be paid an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive from the Payment and the Gross-Up Payment, after deduction of any excise tax imposed under Section 4999 of the Code Code, and any federal, state and local income and employment tax and excise tax imposed upon the Gross-Up Payment, and any interest and penalties imposed upon Executive, shall be equal to the Payment. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the date of Executive's Termination upon a Change of ControlDate, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

Certain Increase in Payments. (ai) Anything in Notwithstanding any other provision of this Agreement to Agreement, if any portion of any payment under this Agreement, or under any other agreement with or plan of the contrary notwithstanding, Company or its affiliates (in the event that Executive experiences a Termination upon a Change of Control and it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the aggregate "PaymentTotal Payments"), would constitute an "excess parachute payment," within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), Executive shall be paid an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive from the Payment and the Gross-Up Payment, after deduction of any excise tax imposed under Section 4999 of the Internal Revenue Code and of 1986, as amended (the "Code"), any interest charges or penalties in respect of the imposition of such excise tax (but not any federal, state or local income tax, or employment tax) on the Total Payments, any federal, state and local income and tax, employment tax tax, and excise tax imposed upon the Gross-Up Paymentpayment provided for by this paragraph (i) of Section 5(d), shall be equal to the PaymentTotal Payments. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence domicile for income tax purposes on the date of Executive's Termination upon a Change of Controlthe Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.