Common use of Gross-up for Certain Taxes Clause in Contracts

Gross-up for Certain Taxes. 6.1.1 If it is determined by the Company’s independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “Gross-up Payment”) equal to the product of:

Gross-up for Certain Taxes. 6.1.1 If it is determined by the Company’s 's independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “"Gross-up Payment”") equal to the product of:

Gross-up for Certain Taxes. 6.1.1 (a) If it is determined by the Company’s Allstate's independent auditors that any monetary or other benefit received or deemed received by the Executive from the Company or any Affiliate pursuant to this Agreement or otherwise, whether or not in connection with a Change in of Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”) "), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 6.6 5.6 and 6.75.7, within five business days after such determination, pay the Executive an amount (the “"Gross-up Up Payment”") equal to the product of:

Gross-up for Certain Taxes. 6.1.1 (a) If it is determined by the Company’s 's independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “"Gross-up Payment”") equal to the product of:

Gross-up for Certain Taxes. 6.1.1 (a) If it is determined by the Company’s 's independent auditors that any monetary or other benefit received or deemed received by the Executive from the Company or any Affiliate thereof pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”) "), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 6.6 8.10 and 6.78.11, within five business days after such determination, pay the Executive an amount (the “"Gross-up Up Payment”") equal to the product of:

Gross-up for Certain Taxes. 6.1.1 (a) If it is determined by the Company’s independent auditors that any monetary or other benefit received or deemed received by the Executive from the Company or any Affiliate thereof pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”) ), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 6.6 8.10 and 6.78.11, within five business days after such determination, and in no event later than December 31 of the year after Executive pays such Excise Taxes, pay the Executive an amount (the “Gross-up Up Payment”) equal to the product of:

Gross-up for Certain Taxes. 6.1.1 (a) If it is determined by the Company’s 's independent auditors that any monetary or other benefit received or deemed received by the Executive from the Company or any Affiliate pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”) "), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 6.6 8.10 and 6.78.11, within five business days after such determination, pay the Executive an amount (the “"Gross-up Up Payment”") equal to the product of:

Gross-up for Certain Taxes. 6.1.1 If 6.1.1If it is determined by the Company’s 's independent auditors that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “"Potential Parachute Payments”") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, subject to Sections 6.6 and 6.7, within five business days after such determination, pay the Executive an amount (the “"Gross-up Payment”") equal to the product of:

Gross-up for Certain Taxes. 6.1.1 (a) If it is determined by the Company’s independent auditors that any monetary or other benefit received or deemed received by the Executive from the Company or any Affiliate thereof pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the “Potential Parachute Payments”) ), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, subject to Sections 6.6 8.10 and 6.78.11, within five business days after such determination, pay the Executive an amount (the “Gross-up Up Payment”) equal to the product of: