Common use of Gross-Up Payments Clause in Contracts

Gross-Up Payments. If the Accounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of the Executive for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any such excise tax), the Company will make additional cash payments (each, a “Gross-Up Payment”) to the Executive, from time to time in such amounts as are necessary to put the Executive in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as the Executive would have been in after payment of all federal, state, and local income taxes if the Payments (other than in respect of or regarding any units or awards granted or vested pursuant to any Performance Unit Agreement between the Executive and the Company, or any equity awards granted or issued pursuant to any outperformance award plans (including the Outperformance Long-Term Incentive Plan) or supplemental equity award plans (including the 2007 Supplemental Equity Plan) of the Company) had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed. The Company’s obligation to make Gross-Up Payments under this Section A is not contingent on termination of the Executive’s employment with the Company. The Company will make each Gross-Up Payment to the Executive within 30 days of the time that the related Payment constituting an excess parachute payment is paid or provided to the Executive.

Gross-Up Payments. If the Accounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of the Executive for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any such excise tax), the Company Employer will make additional cash payments (each, a “Gross-Up Payment”) to the Executive, from time to time in such amounts as are necessary to put the Executive in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as the Executive would have been in after payment of all federal, state, and local income taxes if the Payments (other than in respect of or regarding any units or awards granted or vested pursuant to any Performance Unit Agreement between the Executive and the CompanyEmployer, or any equity awards granted or issued pursuant to any outperformance award plans (including the Outperformance Long-Term Incentive Plan) or supplemental equity award plans (including the 2007 Supplemental Equity Plan) of the CompanyEmployer) had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed. The CompanyEmployer’s obligation to make Gross-Up Payments under this Section A is not contingent on termination of the Executive’s employment with the CompanyEmployer. The Company Employer will make each Gross-Up Payment to the Executive within 30 days of the time that the related Payment constituting an excess parachute payment is paid or provided to the Executive.

Gross-Up Payments. If the Accounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of the Executive Xxxxxxx for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any such excise tax), the Company DDR will make additional cash payments (each, a “Gross-Up Payment”) to the ExecutiveXxxxxxx, from time to time in such amounts as are necessary to put the Executive Xxxxxxx in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as the Executive Xxxxxxx would have been in after payment of all federal, state, and local income taxes if the Payments (other than in respect of or regarding any units or awards granted or vested pursuant to any Performance Unit Agreement between the Executive Xxxxxxx and the Company, or any equity awards granted or issued pursuant to any outperformance award plans (including the Outperformance Long-Term Incentive Plan) or supplemental equity award plans (including the 2007 Supplemental Equity Plan) of the Company) had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed. The CompanyDDR’s obligation to make Gross-Up Payments under this Section A 13 is not contingent on termination of the Executive’s Xxxxxxx’x employment with the CompanyDDR. The Company DDR will make each Gross-Up Payment to the Executive Xxxxxxx within 30 days of the time that the related Payment constituting an excess parachute payment is paid or provided to the ExecutiveXxxxxxx.

Gross-Up Payments. If the Accounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of the Executive Wolstein for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any such excise tax), the Company DDR will make additional cash payments (each, a “Gross-Up Payment”) to the ExecutiveWolstein, from time to time in such amounts as are necessary to put the Executive Wolstein in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as the Executive Wolstein would have been in after payment of all federal, state, and local income taxes if the Payments (other than in respect of or regarding any units or awards granted or vested pursuant to any Performance Unit Agreement between the Executive Wolstein and the Company, or any equity awards granted or issued pursuant to any outperformance award plans (including the Outperformance Long-Term Incentive Plan) or supplemental equity award plans (including the 2007 Supplemental Equity Plan) of the Company) had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed. The CompanyDDR’s obligation to make Gross-Up Payments under this Section A 15 is not contingent on termination of the ExecutiveWolstein’s employment with the CompanyDDR. The Company DDR will make each Gross-Up Payment to the Executive Wolstein within 30 days of the time that the related Payment constituting an excess parachute payment is paid or provided to the ExecutiveWolstein.