Common use of EXCISE TAX TREATMENT Clause in Contracts

EXCISE TAX TREATMENT. If the amount of payment made under this Agreement or otherwise would trigger the 20% excise tax under the "golden parachute" limits of Section 4999 of the Code, then the amount of severance payments under Section 4.4(a)(iii) (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) will be automatically scaled back (but not below zero) if and to the extent that the payments do not exceed the "golden parachute" limits of Code Section 280G, as long as the net effect of the reduction is that, on an after-tax basis (taking into account federal, state and local income tax and the 20% excise tax and any interest and penalties imposed with respect thereto), the Executive is receiving more from the reduced severance payments than from the higher severance payments that would have been subject to the 20% excise tax. Notwithstanding the foregoing, however, if the net effect of the reduction in severance payments under Section 4.4(a)(iii) of this Agreement (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) is such that, on an after-tax basis, the Executive would not be receiving more from the reduced severance payments than from the higher amount of severance that would have been subject to the 20% excise tax under Code Section 4999, then, solely as a result of any 20% excise tax under Code Section 4999 that arises from the transactions contemplated by the Transaction Agreement, the Company shall pay to Executive the higher amount of severance payments payable under Section 4.4(a)(iii) of this Agreement, plus an additional "gross up" payment in an amount such that, after payment by the Executive of all taxes (including ,without limitation, any income taxes and interest and penalties imposed with respect thereto) and the 20% excise tax under Code Section 4999 on such severance payments and the gross up payment, the Executive retains an amount of the gross up payment equal to the excise tax imposed upon the severance payments. Any gross-up payment shall be paid by the Company to the Executive within a reasonable period of time after the amount of such gross-up payment has been calculated. All determinations and calculations required to be made under this Section 8 shall be made by a certified public accounting firm servicing the Company, and such determinations shall be final and binding upon the Company and the Executive.

EXCISE TAX TREATMENT. If the amount of payment made under this Agreement or otherwise would trigger the 20% excise tax under the "golden parachute" limits of Section 4999 of the Code, then the amount of severance payments under Section 4.4(a)(iii) (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) will be automatically scaled back (but not below zero) if and to the extent that the payments do not exceed the "golden parachute" limits of Code Section 280G, as long as the net effect of the reduction is that, on an after-tax basis (taking into account federal, state and local income tax and the 20% excise tax and any interest and penalties imposed with respect thereto), the Executive is receiving more from the reduced severance payments than from the higher severance payments that would have been subject to the 20% excise tax. Notwithstanding the foregoing, however, if the net effect of the reduction in severance payments under Section 4.4(a)(iii) of this Agreement (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) is such that, on an after-tax basis, the Executive would not be receiving more from the reduced severance payments than from the higher amount of severance that would have been subject to the 20% excise tax under Code Section 4999, then, solely as a result of any 20% excise tax under Code Section 4999 that arises from the transactions contemplated by the Transaction Agreement, the Company shall pay to Executive the higher amount of severance payments payable under Section 4.4(a)(iii) of this Agreement, plus an additional "gross up" payment in an amount such that, after payment by the Executive of all taxes (including ,including, without limitation, any income taxes and interest and penalties imposed with respect thereto) and the 20% excise tax under Code Section 4999 on such severance payments and the gross up payment, the Executive retains an amount of the gross up payment equal to the excise tax imposed upon the severance payments. Any gross-up payment shall be paid by the Company to the Executive within a reasonable period of time after the amount of such gross-up payment has been calculated. All determinations and calculations required to be made under this Section 8 shall be made by a certified public accounting firm servicing the Company, and such determinations shall be final and binding upon the Company and the Executive.

EXCISE TAX TREATMENT. If the amount of payment made under this Agreement or otherwise would trigger the 20% excise tax under the "golden parachute" limits of Section 4999 of the Code, then the amount of severance payments under Section 4.4(a)(iii) (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) will be automatically scaled back (but not below zero) if and to the extent that the payments do not exceed the "golden parachute" limits of Code Section 280G, as long as the net effect of the reduction is that, on an after-tax basis (taking into account federal, state and local income tax and the 20% excise tax and any interest and penalties imposed with respect thereto), the Executive is receiving more from the reduced severance payments than from the higher severance payments that would have been subject to the 20% excise tax. Notwithstanding the foregoing, however, if the net effect of the reduction in severance payments under Section 4.4(a)(iii) of this Agreement (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) is such that, on an after-tax basis, the Executive would not be receiving more from the reduced severance payments than from the higher amount of severance that would have been subject to the 20% excise tax under Code Section 4999, then, solely as a result of any 20% excise tax under Code Section 4999 that arises from the transactions contemplated by the Transaction Agreement, the Company shall pay to Executive the higher amount of severance payments payable under Section 4.4(a)(iii) of this Agreement, plus an additional "gross up" payment in an amount such that, after payment by the Executive of all taxes (including including,without limitation, any income taxes and interest and penalties imposed with respect thereto) and the 20% excise tax under Code Section 4999 on such severance payments and the gross up payment, the Executive retains an amount of the gross up payment equal to the excise tax imposed upon the severance payments. Any gross-up payment shall be paid by the Company to the Executive within a reasonable period of time after the amount of such gross-up payment has been calculated. All determinations and calculations required to be made under this Section 8 shall be made by a certified public accounting firm servicing the Company, and such determinations shall be final and binding upon the Company and the Executive.