Common use of Gross-Up of Payments Deemed to be Excess Parachute Payments Clause in Contracts

Gross-Up of Payments Deemed to be Excess Parachute Payments. (a) The Company and Employee acknowledge that, following a Change of Control, one or more payments or distributions to be made by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, under some other plan, agreement, or arrangement, or otherwise) (a "Payment") may be determined to be an "excess parachute payment" that is not deductible by the Company for Federal income tax purposes and with respect to which Employee will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code (hereinafter referred to respectively as "Section 280G" and "Section 4999"). If Employee's employment is terminated after a Change of Control occurs, the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, shall make all determinations required to be made under this Paragraph 23, shall determine whether any Payment would be an excess parachute payment and shall communicate its determination, together with detailed supporting calculations, to the Company and to Employee within 30 days after the date on which Employee's employment with the Company terminates or such earlier time as is requested by the Company. The Company and Employee shall cooperate with each other and the Accounting Firm and shall provide necessary information so that the Accounting Firm may make all such determinations. The Company shall pay all of the fees of the Accounting Firm for services performed by the Accounting Firm as contemplated in this Paragraph 23.

Gross-Up of Payments Deemed to be Excess Parachute Payments. (a) The Company and Employee acknowledge that, following a Change of Control, one or more payments or distributions to be made by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, under some other plan, agreement, or arrangement, or otherwise) (a "“Payment"”) may be determined to be an "“excess parachute payment" ” that is not deductible by the Company for Federal income tax purposes and with respect to which Employee will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code (hereinafter referred to respectively as "“Section 280G" ” and "“Section 4999"”). If Employee's ’s employment is terminated after a Change of Control occurs, the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, shall make all determinations required to be made under this Paragraph 23, shall determine whether any Payment would be an excess parachute payment and shall communicate its determination, together with detailed supporting calculations, to the Company and to Employee within 30 days after the date on which Employee's ’s employment with the Company terminates or such earlier time as is requested by the Company. The Company and Employee shall cooperate with each other and the Accounting Firm and shall provide necessary information so that the Accounting Firm may make all such determinations. The Company shall pay all of the fees of the Accounting Firm for services performed by the Accounting Firm as contemplated in this Paragraph 23.

Gross-Up of Payments Deemed to be Excess Parachute Payments. (a) The Company STERIS and Employee Executive acknowledge that, following a Change of Control, one or more payments or distributions to be made by the Company STERIS to or for the benefit of Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, under some other plan, agreement, or arrangement, or otherwise, and including, without limitation, any income recognized by Executive upon exercise of an option granted by STERIS to acquire Common Shares issued by STERIS) (a "Payment") may be determined to be an "excess parachute payment" that is not deductible by the Company STERIS for Federal federal income tax purposes and with respect to which Employee Executive will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code (hereinafter referred to respectively as "Section 280G" and "Section 4999"). If EmployeeExecutive's employment is terminated after a Change of Control occurs, the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, shall make all determinations required to be made under this Paragraph 23Subsection 2.4, shall determine whether any Payment would be an excess parachute payment and shall communicate its determination, together with detailed supporting calculations, to the Company STERIS and to Employee Executive within 30 days after the date on which Employee's employment with the Company terminates Termination Date or such earlier time as is requested by the CompanySTERIS. The Company STERIS and Employee Executive shall cooperate with each other and the Accounting Firm and shall provide necessary information so that the Accounting Firm may make all such determinations. The Company STERIS shall pay all of the fees of the Accounting Firm for services performed by the Accounting Firm as contemplated in this Paragraph 23Subsection 2.4.