Common use of Determination of the Gross-Up Payment Clause in Contracts

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately below, all determinations required to be made under this Subsection 4.3.6, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iv) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowSection 5(iii), all determinations required to be made under this Subsection 4.3.6Section 5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a PaymentPayment with respect to which the Executive in good faith believes a Gross-Up Payment may be due under this Section 5, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 5, shall be paid by the Company to the Executive within five days of the later of (A) the due date for the payment of any Excise Tax and (B) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iv) below Section 9 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply mutatis mutandis to any overpayment of the Executivea Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowthis Section 11, all determinations required to be made under this Subsection 4.3.6Section 11, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be designated by the Executive and reasonably acceptable to the Company (the “Accounting Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayment with respect to which the Executive in good faith believes a Gross-Up Payment may be due under this Section 11, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 11, shall be paid by the Company to the Executive within five (5) days of the later of (A) the due date for the payment of any Excise Tax and (B) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iv) below this Section 11 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply mutatis mutandis to any overpayment of the Executivea Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowSection 6(c), all determinations required to be made under this Subsection 4.3.6Section 6(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be or nationally recognized law firm designated by the Company and reasonably acceptable to the Executive (the “Accounting Authorized Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayment with respect to which the Executive in good faith believes a Gross-Up Payment may be due under this Section 6(b), or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Authorized Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 6(b), shall be paid by the Company to the Executive within five (5) days of the later of (i) the due date for the payment of any Excise Tax and (ii) the receipt of the Accounting Authorized Firm’s determination. Any determination by the Accounting Authorized Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Authorized Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (ivSection 6(c) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Authorized Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply equally to any overpayment of the Executivea Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately below, all All determinations required to be made under this Subsection 4.3.6Section 5, including whether an Excise Tax is payable by the Executive and when the amount of the Excise Tax, the Trigger Amount, the amount by which any Payment or benefit to be made or provided under this Agreement should be reduced pursuant to Section 5(a) above, and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a PaymentPayment with respect to which the Executive in good faith believes a Gross-Up Payment may be due under this Section 5, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 5, shall be paid by the Company to the Executive within five days of the later of (1) the due date for the payment of any Excise Tax and (2) the receipt of the Accounting Firm’s determinationdetermination provided that such payments shall be made no later than the end of the taxable year next following the taxable year in which the Executive remits taxes related to the Gross-Up Payment. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iv) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply mutatis mutandis to any overpayment of a Gross-Up Payment. Any payments with respect to reimbursements of Excise Taxes shall be made as required by this Agreement and in no event later than the last day of the Executivecalendar year following the calendar year in which the relevant Excise Tax is imposed.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowSection 6(c), all determinations required to be made under this Subsection 4.3.6Section 6, including whether and when a Gross-Up Gross‑Up Payment is required and the amount of such Gross-Up Gross‑Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be or nationally recognized law firm designated by the Parent and reasonably acceptable to the Executive (the “Accounting 280G Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company Parent and the Executive within 15 business days of the receipt of notice from the Executive that there has been a PaymentPayment with respect to which the Executive in good faith believes a Gross‑Up Payment may be due under this Section 6, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)Parent. All fees and expenses of the Accounting 280G Firm shall be borne solely by the CompanyEmployer. Any Gross-Up Gross‑Up Payment, as determined pursuant to this Subsection 4.3.6Section 6, shall be paid by the Company Employer to the Executive within five days of the later of (i) the due date for the payment of any Excise Tax and (ii) the receipt of the Accounting 280G Firm’s determination. Any determination by the Accounting 280G Firm shall be binding upon the Company Employer and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting 280G Firm hereunder, it is possible that Gross-Up Gross‑Up Payments which will not have been made by the Company Employer should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Employer exhausts its remedies pursuant to paragraph (ivSection 6(c) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting 280G Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply equally to any overpayment of the Executivea Gross‑Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowthis Section 9, all determinations required to be made under this Subsection 4.3.6Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be designated by the Executive and reasonably acceptable to the Company (the “Accounting Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and the Executive within 15 fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayment with respect to which the Executive in good faith believes a Gross-Up Payment may be due under this Section 9, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 9, shall be paid by the Company to the Executive within five (5) days of the later of (A) the due date for the payment of any Excise Tax and (B) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iv) below this Section 9 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply mutatis mutandis to any overpayment of the Executivea Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowSection 21(c), all determinations required to be made under this Subsection 4.3.6Section 21(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be or nationally recognized law firm designated by the Executive Company and reasonably acceptable to the Employee (the “Accounting Authorized Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and the Executive Employee within 15 fifteen (15) business days of the receipt of notice from the Executive Employee that there has been a PaymentPayment with respect to which the Employee in good faith believes a Gross-Up Payment may be due under this Section 21(b), or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Authorized Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 21(b), shall be paid by the Company to the Executive Employee within five (5) days of the later of (i) the due date for the payment of any Excise Tax and (ii) the receipt of the Accounting Authorized Firm’s determination. Any determination by the Accounting Authorized Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Authorized Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (ivSection 21(c) below and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Authorized Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Employee or for the benefit Employee’s benefit. The previous sentence shall apply equally to any overpayment of the Executivea Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately below, all determinations required to be made under this Subsection 4.3.6, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company Employer and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyEmployer. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyEmployer. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6, shall be paid by the Company Employer to the Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company Employer and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company Employer should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Employer exhausts its remedies pursuant to paragraph (iv) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowSection A, all determinations required to be made under this Subsection 4.3.6Section A, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be designated by the Executive Company and reasonably acceptable to you (the “Accounting Firm”). The Accounting Firm ) which shall provide detailed supporting calculations both to the Company and the Executive you within 15 business days of the receipt of notice from the Executive you that there has been a PaymentPayment with respect to which you in good faith believe a Gross-Up Payment may be due under this Section A, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section A, shall be paid by the Company to the Executive you within five 5 days of the later of (1) the due date for the payment of any Excise Tax, and (2) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executiveyou. As a result of the uncertainty in the application of Section 4999 of the U.S. Internal Revenue Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (ivSection A(iii) below and the Executive you thereafter is are required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit your benefit. The previous sentence shall apply mutatis mutandis to any overpayment of the Executivea Gross-Up Payment, but subject to Section A(iv) below an amount shall not be required to be repaid if it has been paid to taxing authorities until a refund is received.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowSection 5(iii), all determinations required to be made under this Subsection 4.3.6Section 5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm All Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) and any Payments in excess of the “base amount” (within the meaning of Section 280G(b)(3) of the Code) shall provide detailed supporting calculations both be treated as subject to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested Excise Tax unless otherwise determined by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder)Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 5, shall be paid by the Company to the Executive the later of (A) the day before the due date for the payment of any Excise Tax and (B) within five days of after the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (iv) below Section 5 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply mutatis mutandis to any overpayment of the Executivea Gross-Up Payment.

Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately belowSection 4(g)(iii), all determinations required to be made under this Subsection 4.3.6Section 4(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or such other nationally recognized a certified public accounting firm as may be designated by the Company and reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a PaymentPayment with respect to which the Executive in good faith believes a Gross-Up Payment may be due under this Section 4(g)(ii), or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 4.3.6Section 4(g)(ii), shall be paid by the Company to the Executive within five days of the later of (A) the due date for the payment of any Excise Tax and (B) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will shall not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (ivSection 4(g)(iii) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Executive or for the benefit Executive’s benefit. The previous sentence shall apply mutatis mutandis to any overpayment of the Executivea Gross-Up Payment.