Common use of Golden Parachute Payments Clause in Contracts

Golden Parachute Payments. In the event that any payment received or to be received by Executive pursuant to this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.4 (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable federal, state, local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment from the Company (“Gross-Up Payment”) in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment (excluding the Excise Tax). The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on the Payment and Gross-Up Payment and any income, employment and other taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment (as well as any loss of tax deduction caused by the Payment or the Gross-Up Payment). Unless the Company and Executive otherwise agree in writing, all determinations required to be made under this Section 4.4 and the assumptions to be utilized in arriving at such determinations shall be made in writing in good faith by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”). For purposes of making the calculations required by this Section 4.4, Independent Tax Counsel may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 4.4. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 4.4.

Golden Parachute Payments. In the event it shall be determined that ------------------------- any payment received by the Company to or to be received by Executive pursuant to for the benefit of the Employee, whether paid or payable under this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.4 6 (“a "Payment”"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any comparable federal, state, state or local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter collectively referred to as the “"Excise Tax”"), then Executive the Employee shall be entitled to receive an additional payment from the Company (“a "Gross-Up Payment”") in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment payment and on the Gross-Up Payment, Executive the Employee shall retain an amount equal to the Payment minus all applicable taxes on the Payment (excluding the Excise Tax)Payment. The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on the Payment and Gross-Up Payment and any income, income and employment and other taxes (including, including without limitation, penalties and interest) imposed on any Gross-Up Payment (as well as any loss of tax deduction caused by the Payment or the Gross-Up Payment). Unless the Company and Executive the Employee otherwise agree in writing, all determinations required to be made under this Section 4.4 and the assumptions to be utilized in arriving at such determinations shall be made in writing in good faith by the accounting firm serving as the Company's independent tax counsel designated by public accountants immediately prior to the Company and reasonably acceptable event giving rise to Executive such Payment (“Independent Tax Counsel”the "Accountants"). For purposes of making the calculations required by this Section 4.46, Independent Tax Counsel the accountants may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive the Employee shall furnish to Independent Tax Counsel the Accountants such information and documents as Independent Tax Counsel the Accountants may reasonably request in order to make a determination under this Section 4.4Section. The Company shall bear all costs that Independent Tax Counsel the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.4Section.

Golden Parachute Payments. In the event it shall be determined that ------------------------- any payment received by the Company to or to be received by Executive pursuant to for the benefit of the Employee, whether paid or payable under this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.4 6 (“a "Payment”"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any comparable federal, state, state or local or foreign excise tax (such excise tax, together with any interest and penalties, is are hereinafter collectively referred to as the “"Excise Tax”"), then Executive the Employee shall be entitled to receive an additional payment from the Company (“a "Gross-Up Payment”") in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment payment and on the Gross-Up Payment, Executive the Employee shall retain an amount equal to the Payment minus all applicable taxes on the Payment (excluding the Excise Tax)Payment. The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on the Payment and Gross-Up Payment and any income, income and employment and other taxes (including, including without limitation, penalties and interest) imposed on any Gross-Up Payment (as well as any loss of tax deduction caused by the Payment or the Gross-Up Payment). Unless the Company and Executive the Employee otherwise agree in writing, all determinations required to be made under this Section 4.4 and the assumptions to be utilized in arriving at such determinations determinations, shall be made in writing in good faith by the accounting firm serving as the Company's independent tax counsel designated by public accountants immediately prior to the Company and reasonably acceptable event giving rise to Executive such Payment (“Independent Tax Counsel”the "Accountants"). For purposes of making the calculations required by this Section 4.46, Independent Tax Counsel the accountants may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive the Employee shall furnish to Independent Tax Counsel the Accountants such information and documents as Independent Tax Counsel the Accountants may reasonably request in order to make a determination under this Section 4.4Section. The Company shall bear all costs that Independent Tax Counsel the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.4Section.

Golden Parachute Payments. In the event that any payment received or to be received by Executive pursuant to this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.4 (“"Payment”"), would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable federal, state, local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional payment from the Company (“"Gross-Up Payment”") in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment (excluding the Excise Tax). The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on the Payment and Gross-Up Payment and any income, employment and other taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment (as well as any loss of tax deduction caused by the Payment or the Gross-Up Payment). Unless the Company and Executive otherwise agree in writing, all determinations required to be made under this Section 4.4 and the assumptions to be utilized in arriving at such determinations shall be made in writing in good faith by independent tax counsel designated by the Company and reasonably acceptable to Executive (“"Independent Tax Counsel”"). For purposes of making the calculations required by this Section 4.4, Independent Tax Counsel may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 4.4. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 4.4.

Golden Parachute Payments. In the event that any payment received or to be received by Executive pursuant to this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.4 (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable federal, state, local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment from the Company (“Gross-Up Payment”) in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment (excluding the Excise Tax). The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on the Payment and Gross-Up Payment and any income, employment and other taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment (as well as any loss of tax deduction caused by the Payment or the Gross-Up Payment). Unless the Company and Executive otherwise agree in writing, all determinations required to be made under this Section 4.4 and the assumptions to be utilized in arriving at such determinations shall be made in writing in good faith by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”). For purposes of making the calculations required by this Section 4.4, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 4.4. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 4.4. Any Gross-up Payments pursuant to this Section 4.4 shall be paid not later than the end of the taxable year following the taxable year in which the determination under this Section 4.4 was made.

Golden Parachute Payments. In the event that any payment received or to be received by Executive pursuant to this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.4 (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable federal, state, local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment from the Company (“Gross-Up Payment”) in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment (excluding the Excise Tax). The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on the Payment and Gross-Up Payment and any income, employment and other taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment (as well as any loss of tax deduction caused by the Payment or the Gross-Up Payment). Unless the Company and Executive otherwise agree in writing, all determinations required to be made under this Section 4.4 and the assumptions to be utilized in arriving at such determinations shall be made in writing in good faith by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”). For purposes of making the calculations required by this Section 4.4, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 4.4. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 4.4.