Common use of Code Section 4999 Clause in Contracts

Code Section 4999. To the extent that the amount of any payments under Sections 9 or 10 or any other payment herein in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)), to or for the benefit of Executive, whether paid or payable pursuant to the Agreement or otherwise by the Company (the “Payments”), are subject to the excise tax provisions of Section 4999 or the Code, the Company shall pay a tax equalization payment (the “Tax Equalization Payment”) in accordance with this Section 28, in addition to such payments. The Tax Equalization Payment shall be in an amount that when added to the Payments will place Executive in the same after-tax (including, without limitation, federal, state and local income and employment taxes, excise taxes, and any interest and penalties imposed with respect thereto) position as if the excise tax penalty of Section 4999 of the Code, did not apply to any of the Payments. The amount of this Tax Equalization Payment shall be determined by the Company’s independent accountants and shall be remitted to the applicable United States federal, state and local tax jurisdictions. All fees of the accounting firm for such determination shall be borne by the Company. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Tax Equalization Payment (or an additional Tax Equalization Payment). Executive shall cooperate with the Company to determine whether, and how, to contest such claim. The Company shall bear and pay directly all costs and expenses (including additional taxes, interest and penalties) incurred in connection with such claim and/or contest and shall indemnify and hold Executive harmless, on an after-tax basis, for excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such claim and/or contest and payment for costs and expenses. In accordance with Treasury Regulation Section 1.409A-3, Tax Equalization Payment(s) shall be made to Executive no later than the end of the calendar year following the calendar year in which the amount(s) of the applicable taxes are remitted to the applicable taxing authorities described above.

Code Section 4999. To the extent that the amount of any payments under Sections 8 or 9 or 10 or any other payment herein in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)), to or for the benefit of Executive, whether paid or payable pursuant to the this Agreement or otherwise by the Company (the “Payments”), are subject to the excise tax provisions of Section 4999 or of the Code, the Company shall pay a tax equalization payment (the “Tax Equalization Payment”) in accordance with this Section 2827, in addition to such payments. The Tax Equalization Payment shall be in an amount that when added to the Payments will place Executive in the same after-tax (including, without limitation, federal, state and local income and employment taxes, excise taxes, and any interest and penalties imposed with respect thereto) position as if the excise tax penalty of Section 4999 of the Code, did not apply to any of the Payments. The amount of this Tax Equalization Payment shall be determined by the Company’s independent accountants and shall be remitted to the applicable United States federal, state and local tax jurisdictions. All fees of the accounting firm for such determination shall be borne by the Company. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Tax Equalization Payment (or an additional Tax Equalization Payment). Executive shall cooperate with the Company to determine whether, and how, to contest such claim. The Company shall bear and pay directly all costs and expenses (including additional taxes, interest and penalties) incurred in connection with such claim and/or contest and shall indemnify and hold Executive harmless, on an after-tax basis, for excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such claim and/or contest and payment for of costs and expenses. In accordance with Treasury Regulation Section 1.409A-3, Tax Equalization Payment(s) shall be made to Executive no later than the end of the calendar year following the calendar year in which the amount(s) of the applicable taxes are remitted to the applicable taxing authorities described above.

Code Section 4999. To the extent that the amount of any payments under Sections 9 or 10 or any other payment herein in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)), to or for the benefit of Executive, whether paid or payable pursuant to the this Agreement or otherwise by the Company (the “Payments”), are subject to the excise tax provisions of Section 4999 or of the Code, the Company shall pay a tax equalization payment (the “Tax Equalization Payment”) in accordance with this Section 28, in addition to such payments. The Tax Equalization Payment shall be in an amount that when added to the Payments will place Executive in the same after-tax (including, without limitation, federal, state and local income and employment taxes, excise taxes, and any interest and penalties imposed with respect thereto) position as if the excise tax penalty of Section 4999 of the Code, did not apply to any of the Payments. The amount of this Tax Equalization Payment shall be determined by the Company’s independent accountants and shall be remitted to the applicable United States federal, state and local tax jurisdictions. All fees of the accounting firm for such determination shall be borne by the Company. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Tax Equalization Payment (or an additional Tax Equalization Payment). Executive shall cooperate with the Company to determine whether, and how, to contest such claim. The Company shall bear and pay directly all costs and expenses (including additional taxes, interest and penalties) incurred in connection with such claim and/or contest and shall indemnify and hold Executive harmless, on an after-tax basis, for excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such claim and/or contest and payment for of costs and expenses. In accordance with Treasury Regulation Section 1.409A-3, Tax Equalization Payment(s) shall be made to Executive no later than the end of the calendar year following the calendar year in which the amount(s) of the applicable taxes are remitted to the applicable taxing authorities described above.