These Standard Clauses can be used in an executive employment agreement or change in control agreement to address the imposition of the excise tax and loss of deductibility under Sections 280G and 4999 of the Internal Revenue Code (Code) (applicable to certain payments and benefits payable in connection with a change in control). This modified gross-up provision generally provides a payment to the executive to completely offset the impact of the excise tax only if a specified threshold is met. These Standard Clauses have integrated drafting notes with important explanations and drafting tips.