Common use of Determination and Payment Clause in Contracts

Determination and Payment. If it is determined that any payment, distribution or other benefit to Executive, whether pursuant to this Agreement or otherwise (a "Payment"), would be subject to any tax (e.g. excise tax under Section 4999 of the Internal Revenue Code of 1986) other than income tax (such tax, together with any interest and penalties related thereto are hereinafter collectively referred to as an "Excise Tax"), then the Company shall promptly pay to Executive an additional payment ("Gross-Up Payment") in an amount such that Executive retains, after payment of all taxes, and all interest and penalties with respect thereto (including, without limitation, income tax and Excise Tax imposed upon the Gross-Up Payment), an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. The determination of the amount of any Gross-Up Payment shall be made by a certified public accounting firm selected jointly by the Company and Executive (the "Accounting Firm"), the fees and expenses of which shall be paid by the Company.

Determination and Payment. If it is determined that any payment, distribution or other benefit to Executive, whether pursuant to this Agreement or otherwise (a "“Payment"”), would be subject to any tax (e.g. excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (or a successor provision) other than income tax (such tax, together with any interest and penalties related thereto are hereinafter collectively referred to as an "“Excise Tax"”), then the Company shall promptly pay to Executive an additional payment ("“Gross-Up Payment"”) in an amount such that would be necessary for Executive retainsto retain, after payment of all taxes, taxes and all interest and penalties with respect thereto (including, without limitation, income tax and Excise Tax imposed upon the Gross-Up Payment), an amount of the Gross-Up Payment equal to two-thirds of the Excise Tax imposed upon the Payment. The determination of the amount of any Gross-Up Payment shall be made by a certified public accounting firm selected jointly by the Company and Executive (the "“Accounting Firm"”), the fees and expenses of which shall be paid by the Company.

Determination and Payment. If it is determined that any payment, distribution or other benefit to Executive, whether pursuant to this Agreement or otherwise (a "Payment"), would be subject to any tax (e.g. excise tax under Section 4999 of the Internal Revenue Code of 1986) other than income tax (such tax, together with any interest and penalties related thereto are hereinafter collectively referred to as an "Excise Tax"), then the Company shall promptly pay to Executive an additional payment ("Gross-Up Payment") in an amount such 5 that Executive retains, after payment of all taxes, and all interest and penalties with respect thereto (including, without limitation, income tax and Excise Tax imposed upon the Gross-Up Payment), an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. The determination of the amount of any Gross-Up Payment shall be made by a certified public accounting firm selected jointly by the Company and Executive (the "Accounting Firm"), the fees and expenses of which shall be paid by the Company.