Common use of SPECIAL REIMBURSEMENT Clause in Contracts

SPECIAL REIMBURSEMENT. (i) If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change in Control pursuant to this Section 7, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with ISE, any Affiliate (as defined in Section 4(e)(i), above), any person, or otherwise (the “Total Payments”), will or would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), ISE shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon or in respect of the Total Payments and the Gross-Up Payments, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.