Common use of Internal Revenue Code Section 280g Gross Up Clause in Contracts

Internal Revenue Code Section 280g Gross Up. Notwithstanding anything in this Agreement to the contrary, if any of the benefits provided for under this Agreement, together with any other payments or benefits that Participant has the right to receive (such other payments and benefits, together with the benefits provided for herein, are referred to as the “Total Payments”), would constitute an “excess parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) (an “Excess Parachute Payment”), the Company (or its successor) shall pay to the Participant an amount equal to the sum of (i) any excise taxes or other taxes due as a result thereof, and (ii) any interest, fines and penalties resulting from such overpayment, plus (iii) an amount necessary to reimburse the Participant substantially for any income, excise or other taxes payable by the Participant with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Such tax gross up payment shall be made to Participant no later than the due date of the Participant’s tax return reporting the amount of such tax.