Common use of Section 280g Limitations Clause in Contracts

Section 280g Limitations. Anything in this Agreement to the contrary notwithstanding, in the event it is determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company of the date of vesting or payment or rate of payment under any plan, program or arrangement of the Company, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a "280G Gross-Up Payment." For purposes of this Agreement, a "280G Gross-Up Payment" shall be calculated as an amount equal to the Executive's liability for such excise tax(es) and any income tax(es) attributable to such excise tax liability (including any interest or penalty thereon) so that after payment by the Executive of all taxes (including interest and penalties), the Executive has not suffered any adverse economic consequence due to the imposition of such excise tax(es) and income tax(es) thereon. The amount of 280G Gross-Up Payment to which the Executive is entitled under this Section shall be determined by the accounting firm retained by the Company.

Section 280g Limitations. Anything in this Agreement to the contrary notwithstanding, in the event it is determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company of the date of vesting or payment or rate of payment under any plan, program or arrangement of the Company, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive a "“280G Gross-Up Payment." ” For purposes of this Agreement, a "“280G Gross-Up Payment" ” shall be calculated as an amount equal to the Executive's ’s liability for such excise tax(es) and any income tax(es) attributable to such excise tax liability (including any interest or penalty thereon) so that after payment by the Executive of all taxes (including interest and penalties), the Executive has not suffered any adverse economic consequence due to the imposition of such excise tax(es) and income tax(es) thereon. The amount of 280G Gross-Up Payment to which the Executive is entitled under this Section shall be determined by the accounting firm retained by the Company.