Common use of Tax Indemnity Payments Clause in Contracts

Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that at least $100,000 in payments, distributions or the treatment of stock options or deferred compensation by the Company or its affiliated companies to or for the benefit of Executive, whether, paid, or payable, distributed or distributable or vested or to become vested pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 (a “Payment”), would be subject to the excise tax imposed by Sections 4999 or 409A of the Code or any successor provisions (collectively, “Section 4999”), or any interest or penalties arc incurred by Executive with respect to each excise tax (such, excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by 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 employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.