Loan Forgiveness on Change in Control. Immediately upon a Change of Control, any balance of the Loan, together with any accrued but unpaid interest thereon to the date of forgiveness, shall be forgiven automatically without further action by the Employer or the Employee, and in addition, Employer shall pay to Employee an amount equal to the difference between (i) the actual federal, state and local income taxes payable by Employee for the year in which the Loan is forgiven, including for the purpose of such calculation the taxes resulting from the inclusion in Employee's income of the gross up payments under this Section and (ii) the amount of such taxes which would have been paid by Employee had the Loan not been forgiven. In the event it is determined that any payment hereunder is an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended, the Employer shall reimburse Employee for the excise tax imposed under such section and in addition shall pay Employee an amount equal to the additional federal, state and local income taxes payable or paid by Employee for the year in which such payment is made to Employee, including for the purpose of such calculation, the taxes resulting from the inclusion in Employee's income of the gross up payments made under this Section. The amounts payable to Employee hereunder shall be paid by Employer within five business days after Employee submits a calculation of the amount due to him under this Section, which statement may be an estimated statement based upon the information available to Employee at the time the statement is submitted. If payment is made by Employer based on such estimated payment, Employee shall submit to Employer a final statement based upon the Employee's tax return as filed for the year in question, which final statement shall be submitted not later than 30 days after the date on which Employee files his federal income tax return for such year. Such final statement shall contain a reconciliation of to the estimated statement and payment of the amounts due to or from Employee shall be paid within 3 days after the final statement has been submitted.
