Common use of Excise Tax Restoration Payment Clause in Contracts

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code") or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments) would be subject to such excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties are collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "Total Payments) "), would be subject to such the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee Executive shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In Notwithstanding anything to the contrary in this Agreement, in the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "Total Payments) "), would be subject to such the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee Executive shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the CompanyEmployer, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the CompanyEmployer's assets (within the meaning of section 280G 280C of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "Total Payments) "), would be subject to such the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement a severance agreement or otherwise (the "Total Payments) "), would be subject to such excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax. Employee shall also be entitled to reimbursement for the cost of tax preparation, except where consultation and representation required in connection with the interest or penalties are the result application of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriatelyany such Excise Tax.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee CFO made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "Total Payments) "), would be subject to such the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee CFO shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee CFO of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "Total Payments) "), would be subject to such excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's ’s assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "“Code"”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "“Total Payments) ”), would be subject to such the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "“Excise Tax"”), then the Employee shall be entitled to receive an additional payment (an "“Excise Tax Restoration Payment"”) in an amount that shall fund the payment by the Employee of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's ’s assets (within the meaning of section Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code") or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "“Total Payments) ”), would be subject to such the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "“Excise Tax"”), then the Employee shall be entitled to receive an additional payment (an "“Excise Tax Restoration Payment"”) in an amount that shall fund the payment by the Employee of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee Financial made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "Total Payments) "), would be subject to such the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee Financial shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee Financial of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's ’s assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "“Code"”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise (the "“Total Payments) ”), would be subject to such the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "“Excise Tax"”), then the Employee Executive shall be entitled to receive an additional payment (an "“Excise Tax Restoration Payment"”) in an amount that shall fund the payment by the Employee Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.

Excise Tax Restoration Payment. In the event that it is determined that any payment payment, benefit, or distribution of any type to or for the benefit of the Employee described in this Section 5.4. made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Section 5.4. or otherwise (the "Total Payments) "), would be subject to such the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties penalties, are collectively referred to as the "Excise Tax"), then the Employee Executive shall be entitled to receive an additional payment (an "Excise Tax Restoration Payment") in an amount that shall fund the payment by the Employee Executive of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax, except where the interest or penalties are the result of the negligence or willful failure of the Employee to file a return in a timely manner or report the Total Payments appropriately.