Common use of Excise Taxes Clause in Contracts

Excise Taxes. a. If, after the Company becomes taxable as a corporation for federal income tax purposes and the Company has issued stock that is “readily tradeable on an established securities market” as described in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), it shall be determined (as hereafter provided) that any payment, benefit or distribution (or combination thereof) by the Company, any of its affiliates, one or more trusts established by the Company for the benefit of its employees, or any other person or entity, to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assets” of the Company or an affiliate, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Company shall make an additional payment (the “Gross-Up Payment”) to Executive such that, after payment of all Excise Taxes and any other taxes payable in respect of such Gross-Up Payment, Executive shall retain the same amount as if no Excise Tax had been imposed.

Excise Taxes. a. IfNotwithstanding any other provision of this Agreement, after in the Company event that Executive becomes taxable as a corporation for federal income tax purposes entitled to receive or receives any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the Company has issued accelerated vesting of stock that is “readily tradeable on an established securities market” as described in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), it shall be determined (as hereafter providedoptions) that any payment, benefit or distribution (or combination thereof) by the Company, any of its affiliates, one or more trusts established by the Company for the benefit of its employees, or any other person or entity, to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of under this Agreement or otherwise pursuant to or by reason of under any other agreement, policy, plan, program agreement or arrangementarrangement with Digimarc, including without limitation any stock optionperson whose actions result in any change described in Code Section 280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”"Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (that may separately or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assets” of the Company or an affiliate, aggregate constitute "parachute payments" within the meaning of Section 280G and Digimarc receives confirmation from an independent accounting firm or independent tax counsel appointed by Digimarc (the "Tax Advisor") that, but for this Section 7, any of the Payments will be subject to any excise tax pursuant to Code (Section 4999 or any similar or successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “"Excise Tax”"), then the Company shall make pay to Executive either (i) the full amount of the Payments or (ii) an additional payment amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an "excess parachute payment" (within the meaning of Section 280G) (the “Gross"Capped Payments"), whichever of the foregoing amounts results in the receipt by Executive, on an after-Up Payment”tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining the after-tax value of the Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive such that, after payment of all Excise Taxes and any other taxes payable in respect of such Gross-Up Payment, the receipt of the Payments and (ii) Executive shall retain be deemed to pay income taxes at the same amount as if no Excise Tax had been imposedhighest rate of federal income tax and the highest rate or rates of state and local income taxes in the state and locality of Executive's domicile for income tax purposes for the taxable year in which the Payments will be made, provided that the state and local income tax rate shall be determined assuming that such taxes are fully deductible for federal income tax purposes, and provided further that any phase-out of itemized deductions or other items shall be ignored.

Excise Taxes. a. If, after In the Company becomes taxable as a corporation for federal income tax purposes and the Company has issued stock that is “readily tradeable on an established securities market” as described in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), event it shall be determined (as hereafter provided) that any payment, benefit or distribution (or combination thereof) by the CompanyEmployer, any of its affiliatesAffiliates, one or more trusts established by the Company Employer for the benefit of its employees, or any other person or entity, to or for the benefit of Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar rightstock, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing foregoing) (a “Payment”), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision theretothe “Code”) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assetscontrol” of the Company or an affiliateEmployer, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, are hereafter hereinafter collectively referred to as the “Excise Tax”), then the Company Executive shall make be entitled to receive an additional payment or payments (the a “Gross-Up Payment”) to Executive in an amount such that, that after payment by Executive of all Excise Taxes taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any other taxes payable in interest and penalties imposed with respect of such thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive shall retain retains an amount of the same amount as if no Gross-Up Payment equal to the Excise Tax had been imposedimposed upon the Payments.

Excise Taxes. a. IfNotwithstanding any other provision of this Agreement, after in the Company event that Executive becomes taxable as a corporation for federal income tax purposes entitled to receive or receives any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the Company has issued accelerated vesting of stock that is “readily tradeable on an established securities market” as options) under this Agreement or under any other plan, agreement or arrangement with Digimarc, any person whose actions result in any change described in Code Section 280G of the Internal Revenue Code of 1986280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, as amended (the “CodePayments”), it shall be determined (as hereafter provided) that any payment, benefit may separately or distribution (or combination thereof) by the Company, any of its affiliates, one or more trusts established by the Company for the benefit of its employees, or any other person or entity, to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assetsaggregate constitute “parachute payments” of the Company or an affiliate, within the meaning of Section 280G and Digimarc receives confirmation from an independent accounting firm or independent tax counsel appointed by Digimarc (the “Tax Advisor”) that, but for this Section 7, any of the Payments will be subject to any excise tax pursuant to Code (Section 4999 or any similar or successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Company shall make pay to Executive either (i) the full amount of the Payments or (ii) an additional payment amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “GrossCapped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-Up Payment”tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining the after-tax value of the Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive such that, after payment of all Excise Taxes and any other taxes payable in respect of such Gross-Up Payment, the receipt of the Payments and (ii) Executive shall retain be deemed to pay income taxes at the same amount as if no Excise Tax had been imposedhighest rate of federal income tax and the highest rate or rates of state and local income taxes in the state and locality of Executive’s domicile for income tax purposes for the taxable year in which the Payments will be made, provided that the state and local income tax rate shall be determined assuming that such taxes are fully deductible for federal income tax purposes, and provided further that any phase-out of itemized deductions or other items shall be ignored.

Excise Taxes. a. If(a) Notwithstanding any other provision of this Agreement, after in the Company event that Executive becomes taxable as a corporation for federal income tax purposes entitled to receive or receives any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the Company has issued accelerated vesting of stock that is “readily tradeable on an established securities market” as options) under this Agreement or under any other plan, agreement or arrangement with Digimarc, any person whose actions result in any change described in Code Section 280G of the Internal Revenue Code of 1986280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, as amended (the “CodePayments”), it shall be determined (as hereafter provided) that any payment, benefit may separately or distribution (or combination thereof) by the Company, any of its affiliates, one or more trusts established by the Company for the benefit of its employees, or any other person or entity, to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assetsaggregate constitute “parachute payments” of the Company or an affiliate, within the meaning of Section 280G and Digimarc receives confirmation from an independent accounting firm or independent tax counsel appointed by Digimarc (the “Tax Advisor”) that, but for this Section 7, any of the Payments will be subject to any excise tax pursuant to Code (Section 4999 or any similar or successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Company shall make pay to Executive either (i) the full amount of the Payments or (ii) an additional payment amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “GrossCapped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-Up Payment”tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining the after-tax value of the Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive such that, after payment of all Excise Taxes and any other taxes payable in respect of such Gross-Up Payment, the receipt of the Payments and (ii) Executive shall retain be deemed to pay income taxes at the same amount as if no Excise Tax had been imposedhighest rate of federal income tax and the highest rate or rates of state and local income taxes in the state and locality of Executive’s domicile for income tax purposes for the taxable year in which the Payments will be made, provided that the state and local income tax rate shall be determined assuming that such taxes are fully deductible for federal income tax purposes, and provided further that any phase-out of itemized deductions or other items shall be ignored.

Excise Taxes. a. If(a) Notwithstanding any other provision of this Agreement, after in the Company becomes taxable as a corporation for federal income tax purposes event that you become entitled to receive or receive any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the Company has issued accelerated vesting of stock that is “readily tradeable on an established securities market” as described in Section 280G of awards) under this Agreement, the Internal Revenue Code of 1986Severance Program or under any other plan, as amended (the “Code”), it shall be determined (as hereafter provided) that any payment, benefit agreement or distribution (or combination thereof) by arrangement with the Company, any person whose actions result in a “Change of its affiliates, one Control” (as that term is defined in the Severance Program) or more trusts established by any person affiliated with the Company for or such person (collectively, the benefit of its employees, or any other person or entity, to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentPayments”), would be subject to the excise tax imposed by Section 4999 of the Code (that may separately or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assetsaggregate constitute “parachute payments” of the Company or an affiliate, within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“Section 280G”) and it is determined that, but for this Section 9(a), any of the Payments will be subject to any excise tax pursuant to Code (Section 4999 or any similar or successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Company shall make pay to you either (i) the full amount of the Payments or (ii) an additional payment amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “GrossCapped Payments”), whichever of the foregoing amounts results in the receipt by you, on an after-Up Payment”) to Executive such that, after payment tax basis (with consideration of all taxes incurred in connection with the Payments, including the Excise Taxes Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments and any other for purposes of Section 8(c) (if applicable), you shall be deemed to pay federal, state and local taxes payable in respect at the highest marginal rate of such Gross-Up Payment, Executive shall retain taxation for the same amount as if no Excise Tax had been imposedapplicable calendar year.

Excise Taxes. a. If(a) Notwithstanding any other provision of this Agreement, after in the Company becomes taxable as a corporation for federal income tax purposes event that you become entitled to receive or receive any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the Company has issued accelerated vesting of stock that is “readily tradeable on an established securities market” as described in Section 280G of awards) under this Agreement, the Internal Revenue Code of 1986Severance Program or under any other plan, as amended (the “Code”), it shall be determined (as hereafter provided) that any payment, benefit agreement or distribution (or combination thereof) by arrangement with the Company, any person whose actions result in a “Change of its affiliates, one Control” (as that term is defined in the Severance Program) or more trusts established by any person affiliated with the Company for or such person (collectively, the benefit of its employees, or any other person or entity, to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentPayments”), would be subject to the excise tax imposed by Section 4999 of the Code (that may separately or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assetsaggregate constitute “parachute payments” of the Company or an affiliate, within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“Section 280G”) and it is determined that, but for this Section 9(a), any of the Payments will be subject to any excise tax pursuant to Code (Section 4999 or any similar or successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Company shall make pay to you either (i) the full amount of the Payments or (ii) an additional payment amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “GrossCapped Payments”), whichever of the foregoing amounts results in the receipt by you, on an after-Up Payment”) to Executive such that, after payment tax basis (with consideration of all taxes incurred in connection with the Payments, including the Excise Taxes Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments and any other for purposes of Section 9(c) (if applicable), you shall be deemed to pay federal, state and local taxes payable in respect at the highest marginal rate of such Gross-Up Payment, Executive shall retain taxation for the same amount as if no Excise Tax had been imposedapplicable calendar year.

Excise Taxes. a. If(a) Notwithstanding any other provision of this Agreement, after in the Company becomes taxable as a corporation for federal income tax purposes event that you become entitled to receive or receive any payments, options, awards or benefits (including, without limitation, the monetary value of any non‑cash benefits and the Company has issued accelerated vesting of stock that is “readily tradeable on an established securities market” as described in Section 280G of awards) under this Agreement, the Internal Revenue Code of 1986Severance Program or under any other plan, as amended (the “Code”), it shall be determined (as hereafter provided) that any payment, benefit agreement or distribution (or combination thereof) by arrangement with the Company, any person whose actions result in a “Change of its affiliates, one Control” (as that term is defined in the Severance Program) or more trusts established by any person affiliated with the Company for or such person (collectively, the benefit of its employees, or any other person or entity, to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentPayments”), would be subject to the excise tax imposed by Section 4999 of the Code (that may separately or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assetsaggregate constitute “parachute payments” of the Company or an affiliate, within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“Section 280G”) and it is determined that, but for this Section 9(a), any of the Payments will be subject to any excise tax pursuant to Code (Section 4999 or any similar or successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Company shall make pay to you either (i) the full amount of the Payments or (ii) an additional payment amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Gross-Up PaymentCapped Payments”) to Executive such that), after payment whichever of the foregoing amounts results in the receipt by you, on an after‑tax basis (with consideration of all taxes incurred in connection with the Payments, including the Excise Taxes Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after‑tax benefit from the Capped Payments than from receipt of the full amount of the Payments and any other for purposes of Section 9(c) (if applicable), you shall be deemed to pay federal, state and local taxes payable in respect at the highest marginal rate of such Gross-Up Payment, Executive shall retain taxation for the same amount as if no Excise Tax had been imposedapplicable calendar year.

Excise Taxes. a. If, after In the Company becomes taxable as a corporation for federal income tax purposes and the Company has issued stock that is “readily tradeable on an established securities market” as described in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), event it shall be determined (as hereafter provided) that any payment, benefit or distribution (or combination thereof) by the Company, any of its affiliatesAffiliates, one or more trusts established by the Company VHC or any of its Affiliates for the benefit of its employees, or any other person or entity, to or for the benefit of Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any Company Plan, the Stock Option Plan and any stock option, option and/or restricted stock award, or restricted stock appreciation right unit or similar rightother incentive compensation arrangement, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing foregoing) (a “Payment”), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision theretothe “Code”) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assetscontrol” of the Company or an affiliateCompany, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, are hereafter hereinafter collectively referred to as the “Excise Tax”), then the Company Executive shall make be entitled to receive from VHC an additional payment or payments (the a “Gross-Up Payment”) to Executive in an amount such that, that after payment by Executive of all Excise Taxes taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any other taxes payable in interest and penalties imposed with respect of such thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive shall retain retains an amount of the same amount as if no Gross-Up Payment equal to the Excise Tax had been imposedimposed upon the Payments.

Excise Taxes. a. IfIn the event that it is determined that any payment or distribution of any type to or for your benefit made by the Company, after by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company becomes taxable as a corporation for federal income tax purposes and Company’s assets (within the Company has issued stock that is “readily tradeable on an established securities market” as described in meaning of Section 280G of the Internal Revenue Code of 1986, as amended amended, and the regulations thereunder (the “Code”), it shall be determined (as hereafter provided) that or by any payment, benefit or distribution (or combination thereof) by the Company, any affiliate of its affiliates, one or more trusts established by the Company for the benefit of its employees, or any other person or entity, to or for the benefit of Executivesuch person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)otherwise, would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assets” of the Company or an affiliate, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and or penalties, are hereafter being collectively referred to as the “Excise Tax”), then such payments or distributions or benefits shall be payable either: in full; or as to such lesser amount that would result in no portion of such payments or distributions or benefits being subject to the Excise Tax; whichever amount shall, on an after-tax basis, be greater. Unless you and the Company agree otherwise in writing, any determination required hereunder shall be made in writing by the Company’s independent accountant, or at the Company’s election, another nationally recognized public accounting firm acceptable to both the Company and the Executive (the “Accountant”), whose determination shall be conclusive and binding. You and the Company shall furnish the Accountant such documentation and documents as the Accountant may reasonably request in order to make an additional payment a determination and to the extent consistent with applicable standards and practice generally accepted among practitioners (including, without limitation, as such standards may be applied to the “Gross-Up Payment”) Company’s own financial reporting and as such standards and practice are determined by the Accountant), the Accountant shall make such determination in the manner most favorable to Executive such that, after payment of the Executive. The Company shall bear all Excise Taxes and costs that the Accountant may reasonably incur in connection with performing any other taxes payable in respect of such Gross-Up Payment, Executive shall retain the same amount as if no Excise Tax had been imposedcalculations contemplated by this section.