Common use of Xxxxx-Up Payment Clause in Contracts

Xxxxx-Up Payment. In the event it shall be determined that any payment or distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate, or any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Code and the Regulations) or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax") then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

Xxxxx-Up Payment. In the event it shall be is determined that any payment or distribution of any type to or for the benefit of the Executiveemployee, pursuant to this Agreement or otherwise, by the CompanyCorporation, any Affiliate, or any Person who acquires ownership or effective control of the Company Corporation, or ownership of a substantial portion of the Company's assets of the Corporation (within the meaning of Section section 280G of the Code and the Regulationsregulations, including proposed regulations, thereunder) or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Person (the "“Total Payments"), is or will ”) would be subject to the excise tax imposed by Section section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "“Excise Tax") ”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that that, after payment by the Executive Employee of all taxes taxes, (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.