Common use of Excise Tax Adjustment Payment Calculation Clause in Contracts

Excise Tax Adjustment Payment Calculation. If any element of compensation or benefit provided to the Executive under the terms of this Agreement following a Change in Control, or under any other plan, program, policy, or other arrangement (“Benefit”), either alone or in combination with other elements of compensation and benefits paid or provided to the Executive, constitutes an “excess parachute payment”, as that term is defined in Code Section 280G and the regulations thereunder, and subjects the Executive to the excise tax pursuant to Code Section 4999, and any interest and penalties thereon (collectively, the “Excise Tax”), then the Executive shall be entitled to an additional lump-sum cash payment from the Company (the “Excise Tax Adjustment Payment”), subject to mandatory withholding, in an amount equal to the Excise Taxes (including the Excise Tax attributable to the Excise Tax Adjustment Payment related to the Benefit) plus any Income Taxes and any interest and penalties thereon attributable to the Excise Tax Adjustment Payment. For purposes of calculating an Excise Tax Adjustment Payment to the Executive in any year, it shall be assumed that the Executive is subject to Income Taxes at the highest marginal Federal and applicable state and local income tax rates, respectively, for the year in which the Excise Tax Adjustment Payment is paid. Also, the Excise Tax Adjustment Payment to the Executive shall reflect the Federal tax benefits attributable to the deduction of applicable state and local income taxes.

Excise Tax Adjustment Payment Calculation. If any element of compensation or benefit provided to the Executive under the terms of this Agreement following a Change in Control, or under any other plan, program, policy, or other arrangement (“Benefit”)arrangement, either alone or in combination with other elements of compensation and benefits paid or provided to the such Executive, constitutes an “excess parachute payment”, ,” as that term is defined in Code Section 280G of the Code and the regulations thereunderthereunder (“Potential Parachute Benefit”), and subjects the such Executive to the excise tax pursuant to Code Section 49994999 of the Code, and any interest and penalties thereon (collectively, the “Excise Tax”), then the Executive shall be entitled entitled, subject to Section 10(f), to an additional lump-sum cash payment from the Company (the “Excise Tax Adjustment Payment”), subject to mandatory withholding, in an amount equal to the Excise Taxes (including the Excise Tax attributable to the Excise Tax Adjustment Payment related to the Potential Parachute Benefit) plus any Income Taxes and any interest and penalties thereon attributable to the Excise Tax Adjustment Payment. For purposes of calculating an Excise Tax Adjustment Payment to the Executive in any year, it shall be assumed that the Executive is subject to Income Taxes at the highest marginal Federal and applicable state and local income tax rates, respectively, for the year in which the Excise Tax Adjustment Payment is paid. Also, the Excise Tax Adjustment Payment to the Executive shall reflect the Federal tax benefits attributable to the deduction of applicable state and local income taxes, taking into account limitations applicable to individuals subject to Federal income tax at the highest marginal rate.

Excise Tax Adjustment Payment Calculation. If any element of compensation or benefit provided to the Executive under the terms of this Agreement following a Change in Control, or under any other plan, program, policy, or other arrangement (“Benefit”), either alone or in combination with other elements of compensation and benefits paid or provided to the such Executive, constitutes an “excess parachute payment”, as that term is defined in Code Section 280G and the regulations thereunder, and subjects the such Executive to the excise tax pursuant to Code Section 4999, and any interest and penalties thereon (collectively, the “Excise Tax”), then the such Executive shall be entitled to an additional lump-sum cash payment from the Company (the “Excise Tax Adjustment Payment”), subject to mandatory withholding, in an amount equal to the Excise Taxes (including the Excise Tax attributable to the Excise Tax Adjustment Payment related to the Benefit) plus any Income Taxes and any interest and penalties thereon attributable to the Excise Tax Adjustment Payment. For purposes of calculating an Excise Tax Adjustment Payment to the Executive in any year, it shall be assumed that the Executive is subject to Income Taxes at the highest marginal Federal and applicable state and local income tax rates, respectively, for the year in which the Excise Tax Adjustment Payment is paid. Also, the Excise Tax Adjustment Payment to the Executive shall reflect the Federal tax benefits attributable to the deduction of applicable state and local income taxes.

Excise Tax Adjustment Payment Calculation. If any element of compensation or benefit provided to the Executive under the terms of this Agreement following a Change in Control, or under any other plan, program, policy, or other arrangement (“Benefit”), either alone or in combination with other elements of compensation and benefits paid or provided to the Executive, constitutes an “excess parachute payment”, as that term is defined in Code Section 280G and the regulations thereunder, and subjects the Executive to the excise tax pursuant to Code Section 4999, and any interest and penalties thereon (collectively, the “Excise Tax”), then the Executive shall be entitled to an additional lump-sum cash payment from the Company (the “Excise Tax Adjustment Payment”), subject to mandatory withholding, in an amount equal to the Excise Taxes (including the Excise Tax attributable to the Excise Tax Adjustment Payment related to the Benefit) plus any Income Taxes and any interest and penalties thereon attributable to the Excise Tax Adjustment Payment. For purposes of calculating an Excise Tax Adjustment Payment to the Executive in any year, it shall be assumed that the Executive is subject to Income Taxes at the highest marginal Federal and applicable state and local income tax rates, respectively, for the year in which the Excise Tax Adjustment Payment is paid. Also, the Excise Tax Adjustment Payment to the Executive shall reflect the Federal tax benefits attributable to the deduction of applicable state and local income taxes.. -17-