Common use of 280G Clause in Contracts

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Employment Agreement (Natures Sunshine Products Inc)

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to to: (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, ; and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.411.16, all determinations required to be made under this Section 9.411.16, including the Net After-Tax Amount, the Reduction Amount Amount, and the Parachute Payments that are to be reduced pursuant to this Section 9.4 11.16 and the assumptions to be utilized in arriving at such determinations, determinations shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made made: (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By:___________________________ Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇/s/ Title: Chairman of the Board Date: October 10. 2025 ▇▇▇ ▇▇▇▇▇▇▇▇▇ , an individual Date: October 10, 2025 [Signature Page to Executive THIS RELEASE AGREEMENT (this “Release”) is made as Employment Agreement] Section 2.1 Annual Salary: $850,000 Section 2.2 Bonus Target Percentage: 100% of the day of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).Annual Salary

Appears in 1 contract

Sources: Employment Agreement (Natures Sunshine Products Inc)

280G. Anything If there is a change in this Agreement to ownership or control of the contrary notwithstanding, in the event Company that it shall be determined that would cause any payment, distribution, payment or other action distribution by the Company or any other Person or entity to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the this Agreement or otherwise otherwise) (a “Parachute Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by Executive with respect to such excise tax, the “Excise Tax”), then Executive will receive the greatest of the following, whichever gives Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar ($1) less than the amount of the Payments that would result subject Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in an “excess parachute payment” the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes nonqualified deferred compensation (within the meaning of Section 280G(b)(i) 409A of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced), then the Parachute reduction shall occur in the manner Executive elects in writing prior to the date of payment. If any Payment constitutes nonqualified deferred compensation or if Executive fails to elect an order, then the Payments shall to be reduced by an amount (will be determined in a manner which has the “Reduction Amount”) so that least economic cost to Executive and, to the Net After-Tax Amount after such extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to Executive, until the reduction is greatestachieved. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all All determinations required to be made under this Section 9.410, including whether and when the Net After-Tax Amount, the Reduction Safe Harbor Amount is required and the Parachute amount of the reduction of the Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinationsdetermination, shall be made by an independent certified public accounting firm selected by or acceptable to the Company and Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Employment Agreement (Xo Group Inc.)

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.48.4, all determinations required to be made under this Section 9.48.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 8.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the Code409A, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇Chairman and CEO EXECUTIVE: ▇▇▇▇▇▇ /s/ ▇▇ ▇▇▇▇▇. ▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the _____ day of _________, __________ by and between ▇▇▇▇▇. ▇▇▇▇ (the “Executive”) and Nature Nature’s Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Employment Agreement (Natures Sunshine Products Inc)

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.414.4, all determinations required to be made under this Section 9.414.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the Code409A, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Executive Agreement (Natures Sunshine Products Inc)

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Treasurer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇Title: CFO ▇▇▇ ▇▇/s/ ▇▇▇▇▇▇▇ /s/ ▇▇ ▇▇▇▇. ▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Employment Agreement (Natures Sunshine Products Inc)

280G. Anything in (a) If any payment or benefit (including payments and benefits pursuant to this Agreement to the contrary notwithstanding, in the event Agreement) that it shall be determined that any payment, distribution, or other action by Executive would receive from the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise in connection with a Change of Control (“Transaction Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and (ii) but for this Section 9.14, be subject to the value determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax AmountExcise Tax) that Executive would receive would be increased if the Parachute Payments were reduced), then the Parachute Payments Company shall cause to be reduced by determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a Reduction AmountFull Payment), or (2) payment of only a part of the Transaction Payment so that Executive receives the Net After-largest payment possible without the imposition of the Excise Tax Amount after such reduction is greatest(a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Net After-Tax Amount, Executive Company shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is cause to be madetaken into account all applicable federal, and (ii) pay applicable state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate of taxation for the calendar year in which the Parachute Payment is to be maderate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). Subject If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (b) The independent registered public accounting firm engaged by the Company as of the day prior to the provisions effective date of this Section 9.4, the Change of Control shall make all determinations required to be made under this Section 9.4, including 9.14. If the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent registered public accounting firm selected so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized independent registered public accounting firm that is reasonably acceptable to Executive (and such acceptance shall not be unreasonably withheld) to make the “Accounting Firm”), which determinations required hereunder. The Company shall bear all reasonable expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting calculations both documentation, to the Company and Executive within fifteen (15) business calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the receipt Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of notice from Executive its determinations that there has been a Parachute no Excise Tax will be imposed with respect to such Transaction Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced Any good faith determinations of the accounting firm made hereunder shall be made (a) only from Parachute Payments that final, binding and conclusive upon the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; Company and Executive. (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of Notwithstanding the Code, until those payments have been reduced to zero; and (d) in reverse chronological orderforegoing, to the extent that the Company of Holdings does not have any Parachute Payments subject readily tradable public stock, and in the event that it shall be determined that any right to reduction are made over time (e.g.receive any Transaction Payment would not be deductible, in installments). In no eventwhole or part when aggregated with any other right, howeverpayment or benefit to or for the Executive under all other agreements or benefit plans of the Company, shall any Parachute Payments be reduced if and to by the extent Company or the person making such reduction would cause payment or distribution or providing such right or benefit as a violation result of Section 409A 280G of Code, the Company shall use its commercially reasonable best efforts to prepare and deliver to its stockholders the disclosure required by Section 280G(b)(5)(B) of the Code or other applicable law. All fees and expenses with respect to any Transaction Payment to obtain the approval of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”’s stockholders in accordance with Section 280G(b)(5)(B) is made as of the day Code and the regulation codified at 26 C.F.R. §1.280G-1, and Executive shall us his reasonable best efforts to cooperate in connection with such procedure (including, if required, executing a waiver of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”any Transaction Payment to which he might otherwise be entitled that may be submitted for approval to such stockholders).

Appears in 1 contract

Sources: Executive Employment Agreement (Conkwest, Inc.)

280G. Anything (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by connection with an Acquisition from the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (“Transaction Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and (ii) but for this Section 9.14, be subject to the value determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax AmountExcise Tax) that Executive would receive would be increased if the Parachute Payments were reduced), then the Parachute Payments Company shall cause to be reduced by determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a Reduction AmountFull Payment), or (2) payment of only a part of the Transaction Payment so that Executive receives the Net After-largest payment possible without the imposition of the Excise Tax Amount after such reduction is greatest(a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Net After-Tax Amount, Executive Company shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is cause to be madetaken into account all applicable federal, and (ii) pay applicable state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate of taxation for the calendar year in which the Parachute Payment is to be maderate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). Subject If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (b) The independent registered public accounting firm engaged by the Company as of the day prior to the provisions effective date of this Section 9.4, the Acquisition shall make all determinations required to be made under this Section 9.4, including 9.14. If the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent registered public accounting firm selected so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Acquisition, the Company shall appoint a nationally recognized independent registered public accounting firm that is reasonably acceptable to Executive (and such acceptance shall not be unreasonably withheld) to make the “Accounting Firm”), which determinations required hereunder. The Company shall bear all reasonable expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting calculations both documentation, to the Company and Executive within fifteen (15) business calendar days of after the receipt of notice from Executive that there has been date on which Executive’s right to a Parachute Payment, Transaction Payment is triggered or such earlier other time as is reasonably requested by the Company or Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments If the independent registered public accounting firm determines that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only no Excise Tax is payable with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A the Transaction Payment, either before or after the application of the CodeReduced Amount, until those payments have been reduced it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments)such Transaction Payment. In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Section 409A Any good faith determinations of the Code or other applicable law. All fees and expenses of the Accounting Firm accounting firm made hereunder shall be borne solely by the Company. Any determination by the Accounting Firm shall be final, binding and conclusive upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Executive Employment Agreement (Civitas Therapeutics, Inc.)

280G. Anything If any payment or benefit the Executive would receive pursuant to a Change in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by Control from the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (“Payment”) would i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and ii) but for this sentence, be subject to the value determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net AfterExcise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-Tax tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount”) , reduction shall occur in the manner that Executive would receive would be increased if results in the Parachute Payments were reducedgreatest economic benefit for the Executive. If more than one method of reduction will result in the same economic benefit, then the Parachute Payments shall items so reduced will be reduced pro rata. In the event it is subsequently determined by an the Internal Revenue Service that some portion of the Reduced Amount is subject to the Excise Tax, the Executive agrees to promptly return to the Company a sufficient amount (of the “Reduction Amount”) Payment so that no portion of the Net After-Tax Reduced Amount after such reduction is greatestsubject to the Excise Tax. For purposes the avoidance of determining doubt, if the Net After-Tax full amount of the Payment results in greater economic benefit than the Reduced Amount, the Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. The accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall be deemed to (i) pay federal income taxes at perform the highest marginal rates of federal income taxation foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the calendar year individual, entity or group effecting the Change in which Control, the Parachute Payment is Company shall appoint a nationally recognized accounting firm to be made, and (ii) pay applicable state and local income taxes at make the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxesdeterminations required hereunder. Subject The Company shall bear all expenses with respect to the provisions of this Section 9.4, all determinations by such accounting firm required to be made under this Section 9.4hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, including together with detailed supporting documentation, to the Net After-Tax Amount, the Reduction Amount Executive and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business calendar days of after the receipt of notice from date on which Executive’s) right to a Payment is triggered (if requested at that time by the Executive that there has been a Parachute Payment, or the Company) or such earlier other time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Section 409A of the Code Executive or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by Notwithstanding the Accounting Firm shall above, prior to any reduction in Payments under this Section 5(i), at the Executive’s request and if the Executive agrees to waive the rights to receive Payments that would otherwise be binding upon subject to the Excise Tax in the event of non-approval, the Company agrees to solicit a vote of all eligible shareholders for approval of such amounts such that the Payments will not be subject to Excise Tax in accordance with the procedures set forth in Q&As 6 and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as 7 of Section 1.280G-1 of the day Treasury Regulations or any superseding provision of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”)such regulations.

Appears in 1 contract

Sources: Employment Agreement (Syncardia Systems Inc)

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: EXECUTIVE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President and Chief Executive Officer THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Employment Agreement (Natures Sunshine Products Inc)

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO Vice President, Chief Financial Officer, and Treasurer ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ D. ▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Employment Agreement (Natures Sunshine Products Inc)

280G. Anything Notwithstanding anything contained in this Employment Agreement to the contrary notwithstandingcontrary, any payment or benefit received or to be received by Executive in connection with a “change in control event” that would constitute a “parachute payment” (each within the event that it shall be determined that any paymentmeaning of Section 280G of the Internal Revenue Code of 1986, distributionas amended (the “Code”)), or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the this Employment Agreement or otherwise any other plan, arrangement or agreement with the Company or any affiliate (a collectively, the Parachute PaymentTotal Payments”), would result in an “excess parachute payment” within shall be reduced to the meaning least extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 280G(b)(i) 4999 of the Code, and the value determined in accordance with Section 280G(d)(4) but only if, by reason of the Code of the Parachute Paymentssuch reduction, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after Benefit received by Executive as a result of such reduction is greatest. For purposes of determining will exceed the Net After-Tax Amount, Benefit that would have been received by Executive shall be deemed to (i) pay federal income if no such reduction was made. If excise taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject may apply to the provisions of this Section 9.4, all determinations required to be made under this Section 9.4, including the Net After-Tax AmountTotal Payments, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall foregoing determination will be made by independent public a nationally recognized accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to ) selected by the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by reasonably acceptable to Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that If the Accounting Firm determines reasonably may that a reduction in payments is required by this Section, cash benefits, including the severance provided in Section 4, shall first be characterized as “parachute payments” under Section 280G reduced, followed by a reduction of the Code; non- cash benefits, including option vesting acceleration, in each case, (bi) only from Parachute Payments to the least extent necessary so that are required to no portion thereof shall be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Section 409A 4999 of the Code, until those payments have been reduced to zero; and (dii) in reverse chronological ordera manner that results in the best economic benefit to Executive, and the Company shall pay or provide such reduced amounts to Executive in accordance with the extent that provisions above. If applicable, Executive and the Company will each provide the Accounting Firm access to and copies of any Parachute Payments subject to reduction are made over time (e.g.books, records and documents in installments). In no eventtheir respective possession, howeverreasonably requested by the Accounting Firm, shall any Parachute Payments be reduced if and to otherwise cooperate with the extent such reduction would cause a violation of Section 409A Accounting Firm in connection with the preparation and issuance of the Code or other applicable lawdeterminations and calculations contemplated by this Section. All The fees and expenses of the Accounting Firm shall for its services in connection with the determinations and calculations contemplated by this Section will be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO ▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between ▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

Appears in 1 contract

Sources: Employment Agreement (Catalyst Health Solutions, Inc.)