Common use of Code Section 280G Tax Gross-up Clause in Contracts

Code Section 280G Tax Gross-up. If the Termination Date occurs within three (3) years after the Effective Date, the Accounting Firm shall determine if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement), constitute “parachute payments” within the meaning of Code Section 280G as a result of a “change in ownership or control,” under and within the meaning of Treasury Regulation Section 1.280G-1, of Silver Run or any of its subsidiaries, including the Company, but excluding as a result of the closing of the Transaction (all such payments and benefits collectively referred to herein as the “280G Payments”) that are subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”). If the Accounting Firm determines any of the 280G Payments are subject to the Excise Tax, the Company shall pay to Executive, as soon as reasonably practicable following such determination but in any event no later than the end of the year following the year in which the Executive pays the relevant taxes, an additional amount equal to the sum of the Excise Tax payable by Executive plus the amount that the Accounting Firm determines is necessary to put Executive in the same after-tax position (taking into account all applicable federal, state and local excise, income and other taxes) as if no Excise Tax had been imposed. All determinations required to be made under this Section 6(b)(3), including whether a payment would result in an “excess parachute payment” within the meaning of Code Section 280G and the assumptions utilized in arriving at such determination, shall be made by the Accounting Firm. All fees and expenses of the Accounting Firm shall be paid solely by the Company. The final determination by the Accounting Firm shall be binding on the Parties absent manifest error. Executive agrees to reasonably cooperate with the Company to minimize the amount of any excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive which are “contingent on a change”, as described in Code Section 280G(b)(2)(A), are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing exposes the Executive to material personal liability.

Code Section 280G Tax Gross-up. If the Termination Date occurs within three (3) years after the Effective Date, the Accounting Firm shall determine if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement), constitute “parachute payments” within the meaning of Code Section 280G as a result of a “change in ownership or control,” under and within the meaning of Treasury Regulation Section 1.280G-1, of Silver Run AMR or any of its subsidiaries, including the Company, but excluding as a result of the closing of the Transaction Company (all such payments and benefits collectively referred to herein as the “280G Payments”) that are subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”). If the Accounting Firm determines any of the 280G Payments are subject to the Excise Tax, the Company shall pay to Executive, as soon as reasonably practicable following such determination but in any event no later than the end of the year following the year in which the Executive pays the relevant taxes, an additional amount equal to the sum of the Excise Tax payable by Executive plus the amount that the Accounting Firm determines is necessary to put Executive in the same after-tax position (taking into account all applicable federal, state and local excise, income and other taxes) as if no Excise Tax had been imposed. All determinations required to be made under this Section 6(b)(3), including whether a payment would result in an “excess parachute payment” within the meaning of Code Section 280G and the assumptions utilized in arriving at such determination, shall be made by the Accounting Firm. All fees and expenses of the Accounting Firm shall be paid solely by the Company. The final determination by the Accounting Firm shall be binding on the Parties absent manifest error. Executive agrees to reasonably cooperate with the Company to minimize the amount of any excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive which are “contingent on a change”, as described in Code Section 280G(b)(2)(A), are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his her attorney or tax advisor advises him her in writing exposes the Executive to material personal liability.

Code Section 280G Tax Gross-up. If the Termination Date occurs within three two (32) years after the Effective Date, the Accounting Firm shall determine if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement), constitute “parachute payments” within the meaning of Code Section 280G as a result of a “change in ownership or control,” under and within the meaning of Treasury Regulation Section 1.280G-1, of Silver Run AMR or any of its subsidiaries, including the Company, but excluding as a result of the closing of the Transaction Company (all such payments and benefits collectively referred to herein as the “280G Payments”) that are subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”). If the Accounting Firm determines any of the 280G Payments are subject to the Excise Tax, the Company shall pay to Executive, as soon as reasonably practicable following such determination but in any event no later than the end of the year following the year in which the Executive pays the relevant taxes, an additional amount equal to the sum of the Excise Tax payable by Executive plus the amount that the Accounting Firm determines is necessary to put Executive in the same after-tax position (taking into account all applicable federal, state and local excise, income and other taxes) as if no Excise Tax had been imposed. All determinations required to be made under this Section 6(b)(3), including whether a payment would result in an “excess parachute payment” within the meaning of Code Section 280G and the assumptions utilized in arriving at such determination, shall be made by the Accounting Firm. All fees and expenses of the Accounting Firm shall be paid solely by the Company. The final determination by the Accounting Firm shall be binding on the Parties absent manifest error. Executive agrees to reasonably cooperate with the Company to minimize the amount of any excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive which are “contingent on a change”, as described in Code Section 280G(b)(2)(A), are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing exposes the Executive to material personal liability.

Code Section 280G Tax Gross-up. If the Termination Date occurs within three (3) years after the Effective Date, the Accounting Firm shall determine if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement), constitute “parachute payments” within the meaning of Code Section 280G as a result of a “change in ownership or control,” under and within the meaning of Treasury Regulation Section 1.280G-1, of Silver Run AMR or any of its subsidiaries, including the Company, but excluding as a result of the closing of the Transaction Company (all such payments and benefits collectively referred to herein as the “280G Payments”) that are subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”). If the Accounting Firm determines any of the 280G Payments are subject to the Excise Tax, the Company shall pay to Executive, as soon as reasonably practicable following such determination but in any event no later than the end of the year following the year in which the Executive pays the relevant taxes, an additional amount equal to the sum of the Excise Tax payable by Executive plus the amount that the Accounting Firm determines is necessary to put Executive in the same after-tax position (taking into account all applicable federal, state and local excise, income and other taxes) as if no Excise Tax had been imposed. All determinations required to be made under this Section 6(b)(3), including whether a payment would result in an “excess parachute payment” within the meaning of Code Section 280G and the assumptions utilized in arriving at such determination, shall be made by the Accounting Firm. All fees and expenses of the Accounting Firm shall be paid solely by the Company. The final determination by the Accounting Firm shall be binding on the Parties absent manifest error. Executive agrees to reasonably cooperate with the Company to minimize the amount of any excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive which are “contingent on a change”, as described in Code Section 280G(b)(2)(A), are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing exposes the Executive to material personal liability.

Code Section 280G Tax Gross-up. If the Termination Date occurs within three two (32) years after the Effective Date, the Accounting Firm shall determine if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement), constitute “parachute payments” within the meaning of Code Section 280G as a result of a “change in ownership or control,” under and within the meaning of Treasury Regulation Section 1.280G-1, of Silver Run or any of its subsidiaries, including the Company, but excluding as a result of the closing of the Transaction (all such payments and benefits collectively referred to herein as the “280G Payments”) that are subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”). If the Accounting Firm determines any of the 280G Payments are subject to the Excise Tax, the Company shall pay to Executive, as soon as reasonably practicable following such determination but in any event no later than the end of the year following the year in which the Executive pays the relevant taxes, an additional amount equal to the sum of the Excise Tax payable by Executive plus the amount that the Accounting Firm determines is necessary to put Executive in the same after-tax position (taking into account all applicable federal, state and local excise, income and other taxes) as if no Excise Tax had been imposed. All determinations required to be made under this Section 6(b)(3), including whether a payment would result in an “excess parachute payment” within the meaning of Code Section 280G and the assumptions utilized in arriving at such determination, shall be made by the Accounting Firm. All fees and expenses of the Accounting Firm shall be paid solely by the Company. The final determination by the Accounting Firm shall be binding on the Parties absent manifest error. Executive agrees to reasonably cooperate with the Company to minimize the amount of any excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive which are “contingent on a change”, as described in Code Section 280G(b)(2)(A), are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change. Notwithstanding the foregoing, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing exposes the Executive to material personal liability.