Common use of Golden Parachute Tax Clause in Contracts

Golden Parachute Tax. (a) In the event that the Value (as hereinafter defined) attributable to the payments and benefits provided in Section 2 above (“Agreement Payments”), in combination with the Value attributable to other payments or benefits in the nature of compensation to or for the benefit of the Executive (including but not limited to the value attributable to accelerated vesting of options or other equity or non-equity incentive compensation awards and, collectively with Agreement Payments, “Payments”), would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code) such that the excise tax of Section 4999 of the Code (the “Excise Tax”) is imposed on the Executive, the Company shall provide to the Executive (either directly or through payment of taxes via required withholding), in cash, an additional payment (the “Gross-up Payment”) such that the net amount retained by the Executive from the Payments and the Gross-up Payment, after reduction for any Excise Tax upon the Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-up Payment, and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the Payments at the time such Payments are to be made. Any Gross-Up Payment or other payment payable under this Section 5 shall be paid to the Executive promptly and in no event later than the end of the calendar year next following the calendar year in which the related tax is paid by the Executive.

Golden Parachute Tax. (a) In the event that the Value (as hereinafter defined) attributable to the payments and benefits provided in Section 2 above (“"Agreement Payments”"), in combination with the Value attributable to other payments or benefits in the nature of compensation to or for the benefit of the Executive (including but not limited to the value attributable to accelerated vesting of options or other equity or non-equity incentive compensation awards and, collectively with Agreement Payments, “"Payments”"), would constitute an “"excess parachute payment” " (within the meaning of Section 280G of the Code) such that the excise tax of Section 4999 of the Code (the “"Excise Tax”") is imposed on the Executive, the Company shall provide to the Executive (either directly or through payment of taxes via required withholding), in cash, an additional payment (the “"Gross-up Payment”") such that the net amount retained by the Executive from the Payments and the Gross-up Payment, after reduction for any Excise Tax upon the Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-up Payment, and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the Payments at the time such Payments are to be made. Any Gross-Up Payment or other payment payable under this Section 5 shall be paid to the Executive promptly and in no event later than the end of the calendar year next following the calendar year in which the related tax is paid by the Executive.

Golden Parachute Tax. (a) In the event that the Value (as hereinafter defined) attributable to the payments and benefits provided in Section 2 above (“Agreement Payments”), in combination with the Value attributable to other payments or benefits in the nature of compensation to or for the benefit of the Executive (including but not limited to the value attributable to accelerated vesting of options or other equity or non-equity incentive compensation awards and, collectively with Agreement Payments, “Payments”), would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code) such that the excise tax of Section 4999 of the Code (the “Excise Tax”) is imposed on the Executive, the Company shall provide to the Executive (either directly or through payment of taxes via required withholding), in cash, an additional payment (the “Gross-up Payment”) such that the net amount retained by the Executive from the Payments and the Gross-up Payment, after reduction for any Excise Tax upon the Payments and any federal, state and local income and employment taxes and Excise Tax on the Gross-up Payment, and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the Payments at the time such Payments are to be made. Any Gross-Up Payment or other payment payable under this Section 5 shall be paid to the Executive promptly and in no event later than the end of the calendar year next following the calendar year in which the related tax is paid by the Executive.