Common use of Gross-Up Provision Clause in Contracts

Gross-Up Provision. In the event that any payment or benefits received or to be received by You pursuant to this Agreement (“Benefits”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any comparable successor provisions, and (ii) but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then You shall be entitled under this provision to payment by the Company of an additional amount (the “Gross-Up Payment) such that after payment by You of all of Your applicable Federal, state and local taxes, including any Excise Tax, imposed upon such additional amount, You will retain an amount equal to the Excise Tax imposed. Unless the Company and You otherwise agree in writing, any determination required under this subsection shall be made in writing in good faith by an accountant selected by the mutual agreement of You and the Company (the “Accountant”). The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this subsection. For the purposes of this provision, Your applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss of personal exemptions resulting from receipt of the Gross-Up Payment.

Gross-Up Provision. In the event that any payment or benefits received or to be received by You pursuant to this Agreement (“Benefits”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any comparable successor provisions, and (ii) but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then You shall be entitled under this provision to payment by the Company of an additional amount (the “Gross-Up Payment) such that after payment by You of all of Your applicable Federal, state and local taxes, including any Excise Tax, imposed upon such additional amount, You will retain an amount equal to the Excise Tax imposed. .. Unless the Company and You otherwise agree in writing, any determination required under this subsection shall be made in writing in good faith by an accountant selected by the mutual agreement of You and the Company (the “Accountant”). The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this subsection. For the purposes of this provision, Your applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss of personal exemptions resulting from receipt of the Gross-Up Payment.