Common use of Tax Indemnity Payments Clause in Contracts

Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that the aggregate payments or distributions by the Company or its affiliated companies to or for the benefit of the Director, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 (a "Payment"), constitute "parachute payments" (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G")) which exceed three times the Director's "base amount" (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax")), then the Director shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Director of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Tax Indemnity Payments. (a) Anything Notwithstanding anything in this Severance Agreement or any other agreement between the Executive and the Company to the contrary notwithstandingcontrary, in the event that it shall be determined that the aggregate payments or distributions by the Company Company, any purchaser, successor, or assign thereof, or any of its affiliated companies or their affiliates to or for the benefit of the DirectorExecutive, whether paid or payable or distributed or distributable pursuant to the terms of hereof, the Agreement LTIP or otherwise otherwise, but determined without regard to any additional payments required under this Section 12 6 (each a "“Payment"”), constitute "“parachute payments" ” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "“Section 280G"”)) which exceed three times the Director's "Executive’s “base amount" ” (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "“Section 4999"”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”)), then the Director Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Director Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federalfederal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that the aggregate payments or distributions by the Company or its affiliated companies to or for the benefit of the DirectorExecutive, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 11 (a "Payment"), constitute "parachute payments" (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G")) which exceed three times the DirectorExecutive's "base amount" (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax")), then the Director Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an the amount such that after payment by the Director Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director Executive retains an amount of the Gross-Up Payment equal to the Excise Excite Tax imposed upon the Payments. If the Payments exceed three times the Executive's "base amount," but by an amount of less than One Hundred Thousand Dollars ($100,000), such Payments shall be reduced by the least amount necessary to bring such Payments below three times the Executive's "base amount."

Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that the aggregate payments or distributions by the Company or its affiliated companies to or for the benefit of the DirectorExecutive, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 (a 12(a) "Payment"), constitute "parachute payments" (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G")) which exceed three times the DirectorExecutive's "base amount" (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax")), then the Director Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Director Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. If the Payments exceed three times the Executive's "base amount," but by an amount of less than One Hundred Thousand Dollars ($100,000), such Payments shall be reduced by the least amount necessary to bring such Payments below three times the Executive's "base amount".

Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that the aggregate payments or distributions by the Company or its affiliated companies to or for the benefit of the DirectorExecutive, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 (a "Payment"), constitute "parachute payments" (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G")) which exceed three times the DirectorExecutive's "base amount" (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax")), then the Director Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Director Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. If the Payments exceed three times the Executive's "base amount," but by an amount of less than One Hundred Thousand Dollars ($100,000), such Payments shall be reduced by the least amount necessary to bring such Payments below three times the Executive's "base amount."

Tax Indemnity Payments. (a) Anything Notwithstanding anything in this Employment Agreement or any other agreement between the Executive and the Company to the contrary notwithstandingcontrary, in the event that it shall be determined that the aggregate payments or distributions by the Company Company, any purchaser, successor, or assign thereof, or any of its affiliated companies or their affiliates to or for the benefit of the DirectorExecutive, whether paid or payable or distributed or distributable pursuant to the terms of hereof, the Agreement LTIP or otherwise otherwise, but determined without regard to any additional payments required under this Section 12 Article 7 (each a "“Payment"”), constitute "“parachute payments" ” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "“Section 280G"”)) which exceed three times the Director's "Executive’s “base amount" ” (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "“Section 4999"”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”)), then the Director Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Director Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federalfederal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Tax Indemnity Payments. (a) Anything Notwithstanding anything in this Agreement SERP or any other agreement between the Executive and the Company to the contrary notwithstandingcontrary, in the event that it shall be determined that the aggregate payments or distributions by the Company Company, any purchaser, successor, or assign thereof, or any of its affiliated companies or their affiliates to or for the benefit of an the DirectorExecutive, whether paid or payable or distributed or distributable pursuant to the terms of hereof, the Agreement LTIP or otherwise otherwise, but determined without regard to any additional payments required under this Section 12 5 (each a "“Payment"”), constitute "“parachute payments" ” (as such term is defined under Section 280G of the Internal Revenue Code of 1986Code, as amended (the "“Code"”) or any successor provision, and the regulations promulgated thereunder (collectively, "“Section 280G"”)) which exceed three times the Director's "Executive’s “base amount" ” (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "“Section 4999"”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”)), then the Director Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Director Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federalfederal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that the aggregate payments or distributions by the Company or its affiliated companies to or for the benefit of the DirectorExecutive, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 (a "Payment"), constitute "parachute payments" (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G")) which exceed three times the DirectorExecutive's "base amount" (as such term is defined under Section 280G) by at least One Hundred Thousand Dollars ($100,000) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax")), then the Director Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Director Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and self-employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Director Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.