Common use of 280G Limitations Clause in Contracts

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (A) delivered in full, or (B) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5.F., the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. Any reduction in payments and/or benefits required by this Section 5.F. shall occur in the following order: (i) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options or other equity-based awards are reduced; and (iii) deferred compensation amounts subject to Section 409A shall be reduced last.

Appears in 3 contracts

Samples: Severance Agreement (Proto Labs Inc), Amended and Restated Severance Agreement (Proto Labs Inc), Severance Agreement (Proto Labs Inc)

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280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (A) delivered in full, or (B) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 7.F. will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.7.F., the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. 7.F. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 7.F. Any reduction in payments and/or benefits required by this Section 5.F. 7.F. shall occur in the following order: (i) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options or other equity-based awards are reduced; and (iii) deferred compensation amounts subject to Section 409A shall be reduced last.

Appears in 2 contracts

Samples: Executive Employment Agreement (Proto Labs Inc), Executive Employment Agreement (Proto Labs Inc)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either beeither: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 8.8 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.8.8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. 8.8. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 8.8. Any reduction in payments and/or benefits required by this Section 5.F. 8.8 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. [Signature Page Follows] THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the stated date of execution, when both Employee and the Company sign it. SPIRE GLOBAL, INC. Date: 27-Nov-2023 __/s/ Xxxxx Xxxxxxx_________________________________ By: Xxxxx Xxxxxxx Its: Chief Executive Officer EMPLOYEE: Date: 27-Nov-2023 __/s/ Xxx Xxxxxx__________________________________ Xxx Xxxxxx

Appears in 1 contract

Samples: Executive Employment Agreement (Spire Global, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.9.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.12. Any reduction in payments and/or benefits required by this Section 5.F. 9.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date: December 2, 2019 /s/ Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxx Its: Chairman EMPLOYEE: Date: December 2, 2019 /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 10.11 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.10.11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 10.11. Any reduction in payments and/or benefits required by this Section 5.F. 10.11 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-full value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. XXXXXXX, INC. Date: May 2, 2024 /s/ Xxxxx Xxxxx By: Xxxxx Xxxxx Its: President and Chief Executive Officer EMPLOYEE: Date: May 2, 2024 /s/ E. XxXxxxx Xxxxxxxxx Xxxx XxXxxxx EXHIBIT A NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made effective as of May 2, 2024 (“Effective Date”) by and between Xxxxxxx, Inc., an Delaware corporation (the “Corporation”) and Xxxxxxxxx Xxxx XxXxxxx, an individual residing in Minnesota (the “Employee”).

Appears in 1 contract

Samples: Employment Agreement (Lendway, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.10 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.9.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.10. Any reduction in payments and/or benefits required by this Section 5.F. 9.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. VIREO HEALTH, INC. Date: December 1, 2020 /s/ Xxxx Xxxxxxxx By: Xxxx Xxxxxxxx Its: Chief Executive Officer EMPLOYEE: Date: December 1, 2020 /s/ X. Xxxxxxx Xxxxxxxxx X. Xxxxxxx Xxxxxxxxx General Counsel and Chief Compliance Officer Exhibit A to Employment Agreement Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement

Appears in 1 contract

Samples: Employment Agreement (Goodness Growth Holdings, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.10 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.9.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.10. Any reduction in payments and/or benefits required by this Section 5.F. 9.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. VIREO HEALTH, INC. Date: January 19, 2021 /s/ Kxxx Xxxxxxxx By: Kxxx Xxxxxxxx Its: Chief Executive Officer EMPLOYEE: /s/ Cxxxxxxxx Xxxxxxxx-Xxxxxx Date: December 8, 2020 Cxxxxxxxx Xxxxxxxx-Xxxxxx Exhibit A to Employment Agreement Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement Schedule 1.1 to Employment Agreement Serving as a member of the Board of Esmeril Industries LLC, requiring approximately two hours per week on average plus an annual audit, which requires one day of my time. CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY RIGHTS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made and entered into by and between Vireo Health, Inc., a Delaware corporation (“Company”) and Cxxxxxxxx Xxxxxxxx-Xxxxxx (“Employee”), as of December 1, 2020 (the “Effective Date”). Each of Company and Employee hereinafter may be referred to individually as a “Party” or, collectively, as the “Parties.” In consideration of Employee’s employment with Company, the compensation Employee will earn in connection with such employment, Company entering into an Employment Agreement with Employee (the “Employment Agreement”), Company providing Employee with ongoing access to Confidential Information (as defined below), and other good and valuable consideration, the sufficiency and receipt of which Employee acknowledges, Employee agrees as follows:

Appears in 1 contract

Samples: Employment Agreement (Vireo Health International, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 8.10 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.8.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 8.10. Any reduction in payments and/or benefits required by this Section 5.F. 8.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date: March 10, 2022 By: Mxxx XxxXxxxx Its: Chief Financial Officer EMPLOYEE: Date: March 10, 2022 Mxxxxxxx Xxxxx Its: Corporate Controller

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 8.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.8.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 8.12. Any reduction in payments and/or benefits required by this Section 5.F. 8.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date: September 21, 2017 /s/ Sxxxxxx X. Xxxxxx By: Sxxxxxx X. Xxxxxx Its: Chairman EMPLOYEE: Date: September 21, 2017 /s/ Kxxxxxxx X. Xxxxxxx Kxxxxxxx X. Xxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either beeither: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 8.8 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.8.8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. 8.8. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 8.8. Any reduction in payments and/or benefits required by this Section 5.F. 8.8 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. [Signature Page Follows] THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the stated date of execution, when both Employee and the Company sign it. SPIRE GLOBAL, INC. Date: November 27, 2023 By: /s/ Pxxxx Xxxxxxx Pxxxx Xxxxxxx Chief Executive Officer EMPLOYEE: Date: November 27, 2023 By: /s/ Bxxx Xxxxxxx Bxxx Xxxxxxx

Appears in 1 contract

Samples: Executive Employment Agreement (Spire Global, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Amended Employment Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 5.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.5.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 5.12. Any reduction in payments and/or benefits required by this Section 5.F. 5.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. *****remainder of page intentionally left blank—signature page to follow***** THIS AMENDED EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the parties effective as of the date and year first set forth above. ELECTROMED, INC. Date: July 10, 2014 /s/ Xxxxxxxx Xxxxxxx By: Xxxxxxxx Xxxxxxx Its: Chief Executive Officer EMPLOYEE: Date: July 10, 2014 /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.10 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.9.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.10. Any reduction in payments and/or benefits required by this Section 5.F. 9.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. Date: November 12, 2019 VIREO HEALTH, INC. /s/ Xxxx Xxxxxxxx By: Xxxx Xxxxxxxx Its: Chief Executive Officer Date: November 12, 2019 EMPLOYEE: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Exhibit A to Employment Agreement Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement

Appears in 1 contract

Samples: Employment Agreement (Vireo Health International, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.10 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.9.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.10. Any reduction in payments and/or benefits required by this Section 5.F. 9.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. VIREO HEALTH, INC. /s/ Xxxx Xxxxxx By: Xxxx Xxxxxx Its: Chief Financial Officer EMPLOYEE: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx Exhibit A to Employment Agreement Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement Exhibit A Schedule 1.1 to Employment Agreement Employee is permitted to engage in the following outside employment for up to 3 hours per month in the aggregate: Management of Clinical Scribes LLC, MedMacros LLC, Med Note Masters LLC, Medical Scribe Training Systems LLC, and Doctor Sly LLC (medical devices).

Appears in 1 contract

Samples: Employment Agreement (Vireo Health International, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.9.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.12. Any reduction in payments and/or benefits required by this Section 5.F. 9.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-full value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date 10/19/2022 By: Kxxxxxxx X. Xxxxxxx Its: President and Chief Executive Officer EMPLOYEE: Date 10/19/2022

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.10 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.9.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.10. Any reduction in payments and/or benefits required by this Section 5.F. 9.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. VIREO HEALTH, INC. Date: December 8, 2020 /s/ Kxxx Xxxxxxxx By: Kxxx Xxxxxxxx Its: Chief Executive Officer EMPLOYEE: Date: December 8, 2020 /s/ Jxxx Xxxxxx Jxxx Xxxxxx Exhibit A to Employment Agreement Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY RIGHTS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made and entered into by and between Vireo Health, Inc., a Delaware corporation (“Company”) and Jxxx Xxxxxx (“Employee”), as of December 1, 2020 (the “Effective Date”). Each of Company and Employee hereinafter may be referred to individually as a “Party” or, collectively, as the “Parties.” In consideration of Employee’s employment with Company, the compensation Employee will earn in connection with such employment, Company entering into an Employment Agreement with Employee (the “Employment Agreement”), Company providing Employee with ongoing access to Confidential Information (as defined below), and other good and valuable consideration, the sufficiency and receipt of which Employee acknowledges, Employee agrees as follows:

Appears in 1 contract

Samples: Employment Agreement (Vireo Health International, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 8.11 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.8.11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. 8.11. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 8.11. Any reduction in payments and/or benefits required by this Section 5.F. 8.11 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-full value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first identified above. Corporation: ELECTROMED, INC. Date May 22, 2023 /s/ Xxx X. Xxxxx By: Xxx X. Xxxxx Its: Chair of the Board Employee: Date May 19, 2023 /s/ Xxxxx Xxxxxx XXXXX XXXXXX

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.10 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.9.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.10. Any reduction in payments and/or benefits required by this Section 5.F. 9.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. VIREO HEALTH, INC. /s/ Xxxx Xxxxxxxx By: Xxxx Xxxxxxxx Its: Chief Executive Officer EMPLOYEE: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx Exhibit A to Employment Agreement FORM OF Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement This Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made and entered into by and between Vireo Health, Inc., a Delaware corporation (“Company”) and ________________________ (“Employee”), as of ____________________, (the “Effective Date”). Each of Company and Employee hereinafter may be referred to individually as a “Party” or, collectively, as the “Parties.” In consideration of Employee’s employment with Company, the compensation Employee will earn in connection with such employment, Company entering into an Employment Agreement with Employee (the “Employment Agreement”), Company providing Employee with ongoing access to Confidential Information (as defined below), and other good and valuable consideration, the sufficiency and receipt of which Employee acknowledges, Employee agrees as follows:

Appears in 1 contract

Samples: Employment Agreement (Goodness Growth Holdings, Inc.)

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280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 8.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.8.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 8.12. Any reduction in payments and/or benefits required by this Section 5.F. 8.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date: September 21, 2017 /s/ Kxxxxxxx X. Xxxxxxx By: Kxxxxxxx X. Xxxxxxx Its: President and Chief Executive Officer EMPLOYEE: Date: September 21, 2017 /s/ Jxxxxx X. Xxxxx Jxxxxx X. Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.9.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.12. Any reduction in payments and/or benefits required by this Section 5.F. 9.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date: December 2, 2019 /s/ Kxxxxxxx X. Xxxxxxx By: Kxxxxxxx X. Xxxxxxx Its: President and Chief Executive Officer EMPLOYEE: Date: December 2, 2019 /s/ Jxxxxx X. Xxxxx Jxxxxx X. Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 10.11 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.10.11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 10.11. Any reduction in payments and/or benefits required by this Section 5.F. 10.11 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-full value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. INSIGNIA SYSTEMS, INC. Date: 3/31/2023 /s/ Xxxxxxxx Xxxxxx By: Xxxxxxxx Xxxxxx Its: President and Chief Executive Officer EMPLOYEE: Date: 3/31/2023 /s/ Xxxxx Xxxxx Xxxxx Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Insignia Systems Inc/Mn)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to the Executive hereunder (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. Article 20 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.Article 20, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may /s/ DC /s/ AS /s/ RLH rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Article 20. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. Article 20. Any reduction in payments and/or benefits required by this Section 5.F. Article 20 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.

Appears in 1 contract

Samples: Employment Agreement (Fresh Tracks Therapeutics, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.9.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.12. Any reduction in payments and/or benefits required by this Section 5.F. 9.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-full- value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date: January 25, 2022 /s/ Xxxxxxxx X. Xxxxxxx By: Xxxxxxxx X. Xxxxxxx Its: President and Chief Executive Officer EMPLOYEE: Date: January 24, 2022 /s/ Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to the Executive hereunder (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. Article 20 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.Article 20, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Article 20. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. Article 20. Any reduction in payments and/or benefits required by this Section 5.F. Article 20 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.

Appears in 1 contract

Samples: Employment Agreement (Fresh Tracks Therapeutics, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to the Executive hereunder (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. Article 20 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.Article 20, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Article 20. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. Article 20. Any reduction in payments and/or benefits required by this Section 5.F. Article 20 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the /s/ AS /s/ RLH /s/ DRM reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.

Appears in 1 contract

Samples: Employment Agreement (Fresh Tracks Therapeutics, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 5.F.9.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.12. Any reduction in payments and/or benefits required by this Section 5.F. 9.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. [Signature Page Follows] THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. ELECTROMED, INC. Date: May 11, 2020 /s/ Xxxxxxxx X. Xxxxxxx By: Xxxxxxxx X. Xxxxxxx Its: President and Chief Executive Officer EMPLOYEE: Date: May 7, 2020 /s/ Xxxxxxx XxxXxxxx Xxxxxxx XxxXxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Code and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 9.10 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.9.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 9.10. Any reduction in payments and/or benefits required by this Section 5.F. 9.10 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last. THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above. VIREO HEALTH, INC. Date: December 22, 2020 /s/ Xxxx Xxxxxxxx By: Xxxx Xxxxxxxx Its: Chief Executive Officer EMPLOYEE: Date: December 12, 2020 /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Exhibit A to Employment Agreement Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY RIGHTS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Confidential Information, Intellectual Property Rights, Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made and entered into by and between Vireo Health, Inc., a Delaware corporation (“Company”) and Xxxxx Xxxxxx (“Employee”), as of December 1, 2020 (the “Effective Date”). Each of Company and Employee hereinafter may be referred to individually as a “Party” or, collectively, as the “Parties.” In consideration of Employee’s employment with Company, the compensation Employee will earn in connection with such employment, Company entering into an Employment Agreement with Employee (the “Employment Agreement”), Company providing Employee with ongoing access to Confidential Information (as defined below), and other good and valuable consideration, the sufficiency and receipt of which Employee acknowledges, Employee agrees as follows:

Appears in 1 contract

Samples: Employment Agreement (Vireo Health International, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 5.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.5.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 5.12. Any reduction in payments and/or benefits required by this Section 5.F. 5.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. *****remainder of page intentionally left blank—signature page to follow***** THIS AGREEMENT was voluntarily and knowingly executed by the parties effective as of the date and year first set forth above. ELECTROMED, INC. Date: November 29, 2012 /s/ Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxx Its: Chairman EMPLOYEE: Date: November 29, 2012 /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

280G Limitations. In the event that the severance pay and other benefits provided for in this Amended Employment Agreement or otherwise payable to Executive Employee (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) and (iib) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (Ai) delivered in full, or (Bii) delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 5.F. 5.12 will be made in writing by an accounting firm selected by the Company Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5.F.5.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company Corporation and Executive the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.F. Section. The Company Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.F. 5.12. Any reduction in payments and/or benefits required by this Section 5.F. 5.12 shall occur in the following order: (iA) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (iiB) accelerated vesting of restricted stock units, options or other equity-based awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such restricted stock units, options or other equity-based awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any restricted stock units, options option or other equity-based awards stock appreciation rights are reduced; and (iiiC) deferred compensation amounts subject to Section 409A shall be reduced last.. *****remainder of page intentionally left blank—signature page to follow***** THIS AMENDED EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the parties effective as of the date and year first set forth above. ELECTROMED, INC. Date: July 10, 2014 /s/ Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxx Its: Chairman EMPLOYEE: Date: July 10, 2014 /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Electromed, Inc.)

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