Common use of Tax Gross-Up Payment Clause in Contracts

Tax Gross-Up Payment. In the event that any amount arising from this Agreement is includable in Executive’s gross income for a taxable year of the Executive under Section 409A of the Internal Revenue Code as the result of the terms of this Agreement and/or the administration of those terms (“the Included Amount”), then the Company shall pay to the Executive an amount equal to the 20% additional tax imposed under Section 409A on the Included Amount, together with any underpayment penalties and interest (the “Additional Tax”) resulting from the inclusion of the additional amount. The Company also will pay the Executive an additional amount necessary to “gross up” the Executive for additional income taxes on the Additional Tax payment, on the earlier of (a) the thirtieth day following the date on which it is finally determined by a court or administrative agency that the Included Amount was includible in Executive’s gross income as the result of the application of Section 409A(a)(1)(B) to the Included Amount; or (b) the last day of the Executive’s next taxable year. To receive a Gross-up Payment, Executive must give the Company written notice of any determination by the Executive, or any claim by any taxing authority, that he owes Additional Tax as the result of the inclusion of the Included Amount as soon as practicable but no later than ten (10) business days after the Executive makes such determination or is informed of such claim, The notice must, to the extent Executive has or may reasonably obtain such information, apprise the Company of the amount of such Additional Tax and the date on which it is required to be paid. If the Company gives the Executive written notice at least thirty (30) days prior to the due date for payment of such Additional Tax, or within ten (10) business days of having received the foregoing notice from the Executive (whichever is later), that it disagrees with or wishes to contest the inclusion of the Included Amount and/or the amount of the Additional Tax, the Company and the Executive shall consult with each other and their respective tax advisors regarding the amount and payment of any Additional Tax, and Executive will take all reasonable steps requested by the Company to contest the inclusion of the Included Amount and/or the amount of the Additional Tax resulting from such inclusion, provided that in the event there is a contest with any taxing authority regarding the inclusion and/or the amount of the Additional Tax, the Company shall bear and pay directly all costs and expenses (including additional interest, penalties and legal fees) incurred in connection with any such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, to the extent not otherwise paid hereunder, on the Additional Tax (including any interest and penalties with respect thereto) and the Company’s payment of the Executive’s costs and expenses hereunder.

Tax Gross-Up Payment. In the event that any amount arising from this Agreement is includable it shall be determined in Executive’s gross income for a taxable year of the Executive under Section 409A of the Internal Revenue Code as the result of the terms of this Agreement and/or the administration of those terms (“the Included Amount”), then the Company shall pay to the Executive an amount equal to the 20% additional tax imposed under Section 409A on the Included Amount, together with any underpayment penalties and interest (the “Additional Tax”) resulting from the inclusion of the additional amount. The Company also will pay the Executive an additional amount necessary to “gross up” the Executive for additional income taxes on the Additional Tax payment, on the earlier of (a) the thirtieth day following the date on which it is finally determined written opinion by a court or administrative agency that the Included Amount was includible in Executive’s gross income as the result firm of the application of Section 409A(a)(1)(B) to the Included Amount; or (b) the last day of the Executive’s next taxable year. To receive a Gross-up Payment, Executive must give the Company written notice of any determination certified public accountants selected by the Executive, or any claim by any taxing authority, that he owes Additional Tax as the result of the inclusion of the Included Amount as soon as practicable but no later than ten Bank (10) business days after the Executive makes such determination or is informed of such claim, The notice must, to the extent Executive has or may reasonably obtain such information, apprise the Company of the amount of such Additional Tax and the date on which it is required to be paid. If the Company gives the Executive written notice at least made within thirty (30) days prior of a request by the Executive following a Change of Control) or by the Internal Revenue Service that any payment or distribution by the Bank to or for the benefit of the Executive under this Agreement would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest and penalties accrued due date for payment to the Executive’s failure to pay or underpayment of such Additional tax in reliance on the opinion of the Bank’s firm of certified public accountants, are hereinafter collectively referred to as the “Excise Tax, or within ten (10) business days of having received the foregoing notice from the Executive (whichever is later”)), that it disagrees with or wishes to contest the inclusion of the Included Amount and/or the amount of the Additional Tax, the Company and then the Executive shall consult with each other and their respective tax advisors regarding the be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount and such that after payment of any Additional Tax, and Executive will take all reasonable steps requested by the Company to contest the inclusion Executive of the Included Amount and/or the amount of the Additional Tax resulting from such inclusion, provided that in the event there is a contest with any taxing authority regarding the inclusion and/or the amount of the Additional Tax, the Company shall bear and pay directly all costs and expenses (including additional interest, penalties and legal fees) incurred in connection with any such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, to the extent not otherwise paid hereunder, on the Additional Tax taxes (including any interest and or penalties imposed with respect thereto) and to such taxes), including any Excise Tax, imposed upon the Company’s Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Executive shall promptly notify the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Bank of the Gross-Up Payment. The Executive shall provide the Bank with a reasonable opportunity to contest such claim. Any Gross-Up Payment, as determined pursuant to this Section 4.4, shall be paid by the Bank to the Executive or to the applicable taxing authorities on or before the date on which such taxes are due, but, for purposes of Code Section 409A, in all events by the end of the Executive’s costs and expenses hereundertaxable year following the Executive’s taxable year in which the Executive remits or is required to remit the related taxes (however, this period is by no means an outside payment date nor does it diminish the Executive’s right to be paid promptly).

Tax Gross-Up Payment. In the event that any amount arising from this Agreement is includable in Executive’s gross income for it shall be determined, either by the Company or by a taxable year of the Executive under Section 409A final determination of the Internal Revenue Code as Service, that any payment, distribution or benefit by or from the result Company to or for the benefit of Mr. English pursuant to Section 6.2(g)(i) or otherwise (the “Payment”) would cause Mr. English to become subject to the excise tax imposed by Section 4999 of the terms of this Agreement and/or Code (the administration of those terms (“the Included AmountExcise Tax”), then the Company shall pay to or for the Executive benefit of Mr. English, within the later of ninety (90) days of the termination date of Mr. English’s employment or ninety (90) days of the date of determination referred to above, an additional amount (the “Gross-Up Payment”) in an amount that shall fund the payment by Mr. English of any Excise Tax on the Payment, as well as any income taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to taxes on the Gross-Up Payment or any Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Mr. English shall be deemed to pay federal, state and local income taxes at the highest nominal marginal rate of such federal, state and local income taxation in the calendar year in which the Gross-Up Payment is due, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that Excise Tax is subsequently determined to be less than the amount taken into account to determine the amount of the Gross-Up Payment, then Mr. English shall repay to the Company at that time the portion of the Gross-Up Payment attributable to such reduction (plus an amount equal to the 20% additional any tax imposed under Section 409A on the Included Amountreduction, together with any underpayment penalties and interest (the “Additional Tax”) resulting from the inclusion whether of the additional amount. The Company also will pay the Executive an additional amount necessary to “gross up” the Executive for additional Excise Tax, any applicable income taxes on the Additional Tax payment, on the earlier of (a) the thirtieth day following the date on which it is finally determined by a court or administrative agency that the Included Amount was includible in Executive’s gross income as the result of the application of Section 409A(a)(1)(B) to the Included Amount; or (b) the last day of the Executive’s next taxable year. To receive a Gross-up Payment, Executive must give the Company written notice of any determination by the Executivetax, or any claim by any taxing authorityapplicable employment tax, that he owes Additional Tax which Mr. English has received as the a result of such initial repayment). In the inclusion event that the Excise Tax is subsequently determined, whether by the Company or by a final determination of the Included Amount as soon as practicable but no later than ten (10) business days after the Executive makes such determination or is informed of such claim, The notice mustInternal Revenue Service, to be more than the extent Executive has or may reasonably obtain such information, apprise the Company of amount taken into account to determine the amount of the Gross-Up payment, then the Company shall pay to Mr. English an additional amount, which shall be determined using the same methods as were used for calculating the Gross-Up Payment, with respect to such Additional excess. For purposes of this Section 6.2(g), a determination of the Internal Revenue Service as to the amount of Excise Tax for which Mr. English is liable shall not be treated as final until the time that either (i) the Company agrees to acquiesce to the determination of the Internal Revenue Service or (ii) the determination of the Internal Revenue Service has been upheld in a court of competent jurisdiction and the date on which it Company decides not to appeal such judicial decision or such decision is required to be paidnot appeasable. If the Company gives the Executive written notice at least thirty (30) days prior to the due date for payment of such Additional Tax, or within ten (10) business days of having received the foregoing notice from the Executive (whichever is later), that it disagrees with or wishes chooses to contest the inclusion determination of the Included Amount and/or the amount of the Additional TaxInternal Revenue Service, the Company then all costs, attorneys’ fees, charges assessed and the Executive other expenses shall consult with each other be borne and their respective tax advisors regarding the amount and payment of any Additional Tax, and Executive will take all reasonable steps requested paid when due by the Company to contest the inclusion of the Included Amount and/or the amount of the Additional Tax resulting from such inclusion, provided that in the event there is a contest with any taxing authority regarding the inclusion and/or the amount of the Additional Tax, the Company shall bear and pay directly all costs and expenses (including additional interest, penalties and legal fees) incurred in connection with any such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, to the extent not otherwise paid hereunder, on the Additional Tax (including any interest and penalties with respect thereto) and the Company’s payment of the Executive’s costs and expenses hereunder.

Tax Gross-Up Payment. In (A) Anything in any other agreement or arrangement between the Company and the Executive notwithstanding, in the event it shall be determined by the Accounting Firm (as defined below) that any amount arising from this Agreement is includable in Executive’s gross income compensation, payment, award, benefit or distribution (or any acceleration of any compensation, payment, award, benefit or distribution) by the Company or Parent (or any of their respective affiliates or successors) to or for a taxable year the benefit of the Executive under Section 409A of the Internal Revenue Code as the result of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement and/or Agreement, or otherwise paid or payable or distributed or distributable in connection with and contingent upon the administration transactions contemplated under the Mergers (as defined in the Merger Agreement), within the meaning of those terms Section 280G of the Code (collectively, the “Parachute Payments”), exceed more than 110% of the Included AmountExecutive’s Threshold Amount (as defined below) and would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax is hereinafter referred to as the “Excise Tax”), then the Company Executive shall pay be entitled to the Executive receive an additional cash payment (a “Tax Gross-Up Payment”) in an amount equal to the 20% additional tax imposed under Section 409A on amount necessary such that the Included Amount, together with any underpayment penalties and interest (the “Additional Tax”) resulting from the inclusion net amount of the additional amount. The Company also will pay the Executive an additional amount necessary to “gross up” the Executive for additional income taxes on the Additional Tax payment, on the earlier of (a) the thirtieth day following the date on which it is finally determined by a court or administrative agency that the Included Amount was includible in Executive’s gross income as the result of the application of Section 409A(a)(1)(B) to the Included Amount; or (b) the last day of the Executive’s next taxable year. To receive a Gross-up Payment, Executive must give the Company written notice of any determination Up Payment retained by the Executive, or after deduction of any claim federal, state and local income taxes, employment tax and Excise Tax upon the payment provided by this subsection, and any taxing authorityinterest and/or penalties assessed with respect to such Excise Tax, shall be equal to the Excise Tax imposed on the Parachute Payments; provided, however, that he owes Additional Tax as if the result of the inclusion of the Included Amount as soon as practicable but no later than ten (10) business days after the Executive makes such determination or is informed of such claim, The notice must, Accounting Firm determines that any and all amounts payable pursuant to the extent Executive has or may reasonably obtain such information, apprise the Company of the amount of such Additional Tax this Agreement and the date on which it is required to be paid. If the Company gives the Executive written notice at least thirty (30) days prior to the due date for payment of such Additional Tax, or within ten (10) business days of having received the foregoing notice from the Executive (whichever is later), that it disagrees with or wishes to contest the inclusion of the Included Amount and/or the amount of the Additional Tax, the Company and the Executive shall consult with each other and their respective tax advisors regarding the amount and payment of any Additional Tax, and Executive will take all reasonable steps requested by the Company to contest the inclusion of the Included Amount and/or the amount of the Additional Tax resulting from such inclusion, provided that in the event there is a contest with any taxing authority regarding the inclusion and/or the amount of the Additional Tax, the Company shall bear and pay directly all costs and expenses (including additional interest, penalties and legal fees) incurred Gross-Up Agreement entered into in connection with any such contestthe Merger Agreement (the “Aggregate Tax Gross-Up Payments”) exceed, and shall indemnify and hold or are reasonably likely to exceed, $4.0 million in the Executive harmlessaggregate (the “Aggregate Cap”), on an afterthen the Aggregate Tax Gross-tax basis, to the extent not otherwise paid hereunder, on the Additional Tax Up Payments (including any interest and penalties with respect theretothe Tax Gross-Up Payment) and shall be proportionately reduced such that the Company’s payment of the Executive’s costs and expenses hereunder.Aggregate Tax Gross-Up Payments are equal

Tax Gross-Up Payment. In the event that 11.1 If any amount arising from payments under this Agreement is includable in Executive’s gross income for a taxable year of or any other payments or benefits received or to be received by the Executive under Section 409A (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company) (the "Severance Payments"), will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Internal Revenue Code as (the result of the terms of this Agreement and/or the administration of those terms "Code") (“the Included Amount”or any similar tax that may hereafter be imposed), then the Company shall pay at the time specified below, an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Severance Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 11, shall be equal to the Severance Payments. For purposes of determin ing whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (a) all Severance Payments shall be treated as "parachute payments" within the meaning of section 28OG(2) of the Code, and all "excess parachute payments" within the meaning of section 28OG(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive an such Severance payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of section 28OG(b)(4) of the Code in excess of the base amount equal within the meaning of section 28OG(b)(3) of the Code, or are otherwise not subject to the 20% additional tax imposed under Section 409A on the Included AmountExcise Tax, together with any underpayment penalties and interest (the “Additional Tax”) resulting from the inclusion of the additional amount. The Company also will pay the Executive an additional amount necessary to “gross up” the Executive for additional income taxes on the Additional Tax payment, on the earlier of (a) the thirtieth day following the date on which it is finally determined by a court or administrative agency that the Included Amount was includible in Executive’s gross income as the result of the application of Section 409A(a)(1)(B) to the Included Amount; or (b) the last day amount of the Severance Pay- ments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Severance Payments or (2) the amount of excess parachute payments within the meaning of section 28OG(b)(1) (after applying clause (a), above), and (c) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of section 28OG(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s next taxable year's residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. To receive a Gross-up PaymentIn the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment, the Executive must give shall repay to the Company written notice of any determination by at the Executive, or any claim by any taxing authority, time that he owes Additional Tax as the result of the inclusion of the Included Amount as soon as practicable but no later than ten (10) business days after the Executive makes such determination or is informed of such claim, The notice must, to the extent Executive has or may reasonably obtain such information, apprise the Company of the amount of such Additional reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the date on which it is required to be paid. If the Company gives Gross-Up Payment being repaid by the Executive written notice at least thirty (30if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) days prior to the due date for payment of such Additional Tax, or within ten (10) business days of having received the foregoing notice from the Executive (whichever is later), that it disagrees with or wishes to contest the inclusion of the Included Amount and/or plus interest on the amount of such repayment at the Additional Tax, the Company and the Executive shall consult with each other and their respective tax advisors regarding the amount and payment of any Additional Tax, and Executive will take all reasonable steps requested by the Company to contest the inclusion of the Included Amount and/or the amount of the Additional Tax resulting from such inclusion, rate provided that in the event there is a contest with any taxing authority regarding the inclusion and/or the amount of the Additional Tax, the Company shall bear and pay directly all costs and expenses (including additional interest, penalties and legal fees) incurred in connection with any such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, to the extent not otherwise paid hereunder, on the Additional Tax (including any interest and penalties with respect thereto) and the Company’s payment of the Executive’s costs and expenses hereunder.section

Tax Gross-Up Payment. In the event If it shall be finally determined that any amount arising from payment to Employee pursuant to this Agreement is includable in Executive’s gross income for a taxable year of or any other payment or benefit from AutoZone, any affiliate, or any other person would be subject to the Executive under excise tax imposed by Section 409A 4999 of the Internal Revenue Code of 1986, as the result of the terms of this Agreement and/or the administration of those terms (“the Included Amount”), then the Company shall pay to the Executive an amount equal to the 20% additional tax imposed under Section 409A on the Included Amount, together with any underpayment penalties and interest amended (the “Additional Tax”) resulting from the inclusion of the additional amount. The Company also will pay the Executive an additional amount necessary to “gross up” the Executive for additional income taxes on the Additional Tax payment, on the earlier of (a) the thirtieth day following the date on which it is finally determined by a court or administrative agency that the Included Amount was includible in Executive’s gross income as the result of the application of Section 409A(a)(1)(B) to the Included Amount; or (b) the last day of the Executive’s next taxable year. To receive a Gross-up Payment, Executive must give the Company written notice of any determination by the Executive"Code"), or any claim by similar tax payable under any taxing authorityUnited States federal, that he owes Additional state, local or other law, then Employee shall receive a Tax Gross-Up Payment with respect to all such excise taxes and similar taxes (collectively, the "Excise Tax"). An initial determination as the result of the inclusion of the Included Amount as soon as practicable but no later than ten (10) business days after the Executive makes such determination or to whether a Tax Gross-Up Payment is informed of such claim, The notice must, required pursuant to the extent Executive has or may reasonably obtain such information, apprise the Company of this Agreement and the amount of such Additional Tax Gross-Up Payment shall be made at AutoZone's expense by a nationally recognized accounting firm selected by AutoZone (the "Accounting Firm"). The determination by the Accounting Firm (the "Determination") shall be binding, final and conclusive upon AutoZone and the date on which it is required to be paidEmployee for purposes of any dispute between the parties hereto. If the Company gives the Executive written notice at least thirty (30) days prior to the due date for payment of such Additional Tax, or within ten (10) business days of having received the foregoing notice from the Executive (whichever is later), that it disagrees with or wishes to contest the inclusion of the Included Amount and/or the amount of the Additional Tax, the Company and the Executive The parties hereto shall consult cooperate with each other and their respective tax advisors regarding the amount and payment of in connection with any Additional Tax, and Executive will take all reasonable steps requested by the Company to contest the inclusion of the Included Amount and/or the amount of the Additional Tax resulting from such inclusion, provided that in the event there is a contest with proceeding or claim involving any taxing authority regarding under this Paragraph 27 relating to the inclusion and/or the existence or amount of any liability for the Additional Excise Tax; provided, the Company however, that AutoZone shall control all proceedings taken in connection with such proceeding or claim and shall bear and pay directly all costs costs, expenses, and expenses (including additional interest, tax penalties and legal fees) interest incurred in connection with such proceeding or claim. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial Determination by the Accounting Firm, it is possible that the Tax Gross-Up Payment made will have been an amount less than AutoZone should have paid pursuant to this Paragraph 27 (the "Underpayment") or an amount greater than AutoZone should have paid pursuant to this Paragraph 27 (the "Overpayment"). In the event that it is finally determined that an Underpayment exists and the Employee is required to make a payment of any such contestExcise Tax, the Tax Gross-Up Payment shall be adjusted accordingly and the shortfall shall indemnify and hold the Executive harmless, on an after-tax basis, be promptly paid by AutoZone to the extent not otherwise Employee or for his benefit. In the event that it is finally determined that an Overpayment exists and AutoZone paid a Tax Gross-Up Payment to the Employee in excess of the amount of the Tax Gross-Up Payment to which he is actually entitled hereunder, on such excess shall be promptly reimbursed by the Additional Tax (including any interest and penalties with respect thereto) and the Company’s payment of the Executive’s costs and expenses hereunderEmployee to AutoZone.

Tax Gross-Up Payment. In the event If it shall be finally determined that any amount arising from payment to Employee pursuant to this Agreement is includable in Executive’s gross income for a taxable year of or any other payment or benefit from AutoZone, any affiliate, or any other person would be subject to the Executive under excise tax imposed by Section 409A 4999 of the Internal Revenue Code of 1986, as the result of the terms of this Agreement and/or the administration of those terms (“the Included Amount”), then the Company shall pay to the Executive an amount equal to the 20% additional tax imposed under Section 409A on the Included Amount, together with any underpayment penalties and interest amended (the “Additional Tax”) resulting from the inclusion of the additional amount. The Company also will pay the Executive an additional amount necessary to “gross up” the Executive for additional income taxes on the Additional Tax payment, on the earlier of (a) the thirtieth day following the date on which it is finally determined by a court or administrative agency that the Included Amount was includible in Executive’s gross income as the result of the application of Section 409A(a)(1)(B) to the Included Amount; or (b) the last day of the Executive’s next taxable year. To receive a Gross-up Payment, Executive must give the Company written notice of any determination by the Executive"Code"), or any claim by similar tax payable under any taxing authorityUnited States federal, that he owes Additional state, local or other law, then Employee shall receive a Tax Gross-Up Payment with respect to all such excise taxes and similar taxes (collectively, the "Excise Tax"). An initial determination as the result of the inclusion of the Included Amount as soon as practicable but no later than ten (10) business days after the Executive makes such determination or to whether a Tax Gross-Up Payment is informed of such claim, The notice must, required pursuant to the extent Executive has or may reasonably obtain such information, apprise the Company of this Agreement and the amount of such Additional Tax Gross-Up Payment shall be made at AutoZone's expense by a nationally recognized accounting firm selected by AutoZone (the "Accounting Firm"). The determination by the Accounting Firm (the "Determination") shall be binding, final and conclusive upon AutoZone and the date on which it is required to be paidEmployee for purposes of any dispute between the parties hereto. If the Company gives the Executive written notice at least thirty (30) days prior to the due date for payment of such Additional Tax, or within ten (10) business days of having received the foregoing notice from the Executive (whichever is later), that it disagrees with or wishes to contest the inclusion of the Included Amount and/or the amount of the Additional Tax, the Company and the Executive The parties hereto shall consult cooperate with each other and their respective tax advisors regarding the amount and payment of in connection with any Additional Tax, and Executive will take all reasonable steps requested by the Company to contest the inclusion of the Included Amount and/or the amount of the Additional Tax resulting from such inclusion, provided that in the event there is a contest with proceeding or claim involving any taxing authority regarding under this Paragraph 23 relating to the inclusion and/or the existence or amount of any liability for the Additional Excise Tax; provided, the Company however, that AutoZone shall control all proceedings taken in connection with such proceeding or claim and shall bear and pay directly all costs costs, expenses, and expenses (including additional interest, tax penalties and legal fees) interest incurred in connection with such proceeding or claim. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial Determination by the Accounting Firm, it is possible that the Tax Gross-Up Payment made will have been an amount less than AutoZone should have paid pursuant to this Paragraph 23 (the "Underpayment") or an amount greater than AutoZone should have paid pursuant to this Paragraph 23 (the "Overpayment"). In the event that it is finally determined that an Underpayment exists and the Employee is required to make a payment of any such contestExcise Tax, the Tax Gross-Up Payment shall be adjusted accordingly and the shortfall shall indemnify and hold the Executive harmless, on an after-tax basis, be promptly paid by AutoZone to the extent not otherwise Employee or for his benefit. In the event that it is finally determined that an Overpayment exists and AutoZone paid a Tax Gross-Up Payment to the Employee in excess of the amount of the Tax Gross-Up Payment to which he is actually entitled hereunder, on such excess shall be promptly reimbursed by the Additional Tax (including any interest and penalties with respect thereto) and the Company’s payment of the Executive’s costs and expenses hereunderEmployee to AutoZone.