Certain Payment Adjustments Clause Samples
Certain Payment Adjustments. (i) If any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company, any person whose actions result in a Change in Control of the Company, or any subsidiary (collectively, the "Covered Payments and each a "Payment"), would be an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would thereby subject the Executive to the tax (together with any interest or penalties inherently associated with the imposition of such tax, the "Excise Tax") imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including, but not limited to, any income taxes, Excise Taxes and any interest or penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(ii) Promptly after delivery of any Notice of Termination, the Company shall notify the Executive of the aggregate present value of all Covered Payments as of the projected Date of Termination, together with the projected maximum amount which can be paid to the Executive without the Executive incurring an Excise Tax (such amount, the "Payment Cap"). All determinations required to be made under this Section 8(g), including the Payment Cap and whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the "Accountants"). The Accountants shall provide detailed supporting calculations to the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment (or, if later, within 15 days of the date it is determined by the Accountants that the Payment is subject to the Excise Tax, provided that the Accountants shall provide such calculations no later than 30 days after receipt of such notice from the Executive). Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to the Executive within five days of the...
Certain Payment Adjustments. (a) Should the Company not maintain the Minimum Investment during the Minimum Investment Maintenance Period, and, thereafter, at least $10,000,000 of non-exempt investment in the Project during the remaining term of this Agreement, then, as of the time of any such failure to so maintain, the payments in lieu of ad valorem taxes to be paid to the County by the Company shall become equal to the amount as would result from taxes levied on the Project by the County, municipality or municipalities, school district or school districts, and other political units as if the items of property comprising the Project were not Economic Development Property, but with appropriate reductions equivalent to all tax exemptions which would be afforded to the Company in such a case.
(b) Notwithstanding any other provision of this Agreement to the contrary, in the event that investment (within the meaning of the Act) in the Project has not equaled the Minimum Investment by the end of the Investment Period, then beginning with the payment finally due on January 15, 2021, the negotiated FILOT Payments shall cease and the payment in lieu of ad valorem taxes to be paid to the County by the Company shall become equal to the amount as would result from taxes levied on the Project by the County, municipality or municipalities, school district or school districts, and other political units as if the items of property comprising the Project were not Economic Development Property, but with appropriate reductions equivalent to all tax exemptions which would be afforded to the Company in such a case. In addition to the foregoing, in such event, the Company shall pay to the County, by June 30, 2021, an amount which is equal to the difference, if any, of (i) the total amount of FILOT Payments actually made by the Company to the County with respect to the Project through and including January 15, 2021, after taking into account all Special Source Credit enjoyed by the Company, and (ii) the total amount of payments in lieu of ad valorem taxes which would have otherwise been payable by the Company, with respect to the Project through and including January 15, 2021 as required by law and as referred to above. Any amounts determined owing pursuant to the foregoing sentence shall be subject to interest as provided under State law for non-payment of ad valorem taxes.
Certain Payment Adjustments. (a) In the event that the any portion of the payments and benefits provided to Executive herein or otherwise by the Employer (collectively “Covered Payments”) constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),and would, but for this provision, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the payments and benefits to the Executive payable under this Agreement shall be either:
(i) delivered in full; or
(ii) delivered to such lesser extent as would result in no portion of Covered Payments being subject to the Excise Tax; whichever of the foregoing results in the receipt by Executive on an after-Excise Tax basis of the greatest amount, notwithstanding that all of some of the amounts may be taxable under Section 4999 of the Code. The reduction of the amounts or benefits payable hereunder, if applicable, shall be made by reducing first the benefits under Section 4, then the payments under Section 3, unless an alternative method of reduction is elected by Executive. The determination of the required reduction, if any, shall be determined in the good faith judgment of the Independent Auditor or tax counsel selected by the Independent Auditor. The Employer at its expense shall cause the determination to be made as promptly as reasonably practical.
Certain Payment Adjustments. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Employer or its affiliates to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 5, be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value (determined in accordance with Section 280G(d)(4) of the Code) of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes applicable thereto. The determination of the required reduction, if any, shall be determined in the good faith judgment of the Independent Auditor or tax counsel selected by the Independent Auditor. The Employer at its expense shall cause the determination to be made as promptly as reasonably practical.
Certain Payment Adjustments. (a) Anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers or such other nationally recognized accounting firm as shall be designated by the Company prior to the Effective Date (the “Accounting Firm”) shall determine that receipt of all payments or distributions by the Company or its Affiliated Companies in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount if but only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. If such a determination is not made by the Accounting Firm, the Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement.