Excise Tax Reimbursement. In the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, or whether prior to or following the Covered Termination in connection with, or arising out of, the Executive's employment with the Company or a Change of Control (a "Payment") will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Code, the Company shall pay to the Executive at the time specified in Section 8 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Payments and any federal (and state and local) income tax, employment tax, and Excise Tax upon the payment provided for by this paragraph, shall be equal to the amount of the Payments. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax the following will apply:
Excise Tax Reimbursement. In connection with or arising out of a Change in Control of the Company, in the event Executive shall be subject to the tax imposed by Section 4999 of the Code (the "Excise Tax") in respect of any payment or distribution by the Company or any other person or entity to or for Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, or whether prior to or following any termination of Executive other than Termination for Cause or By Executive without Good Reason (a "Payment"), the Company shall pay to Executive an additional amount. The additional amount (the "Gross-Up Payment") shall be equal to the Excise Tax, together with any federal, state and local income tax, employment tax and any other taxes associated with this payment such that Executive incurs no out-of-pocket expenses associated with the Excise Tax. Provided, however, nothing in this Section shall obligate the Company to pay Executive for any federal, state or local income taxes imposed upon Executive by virtue of a Payment. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax the following will apply:
Excise Tax Reimbursement. (a) If any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person (all such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") will be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments.
Excise Tax Reimbursement. The Company shall indemnify and hold the Executive harmless from any and all loss, expense or liability that he may ever incur under Code ss. 4999, or a successor, as the result of benefits he collects pursuant to this Agreement.
Excise Tax Reimbursement. In the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the Employee's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, or whether prior to or following the Covered Termination in connection with, or arising out of, the Employee's employment with the Company or a Reorganization Event of the Company (a "Payment") will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Code, the Company shall pay to the Employee at the time specified in Section 7 hereof, an additional amount (the "Gross-Up Payment") such that the net amount retained by the Employee, after deduction of any Excise Tax on the Payments and any federal (and state and local) income tax, employment tax, and Excise Tax upon the payment provided for by this paragraph, shall be equal to the amount of the
Excise Tax Reimbursement. If the payment or provision of any termination benefits pursuant to this Article IV results in the imposition of an excise tax under 4999 of the United States Internal Revenue Code, the amount of the affected benefit to be paid to Employee will be grossed up to an amount such that the net amount received by Employee following the imposition of such an excise tax is equal to the amount that Employee would have received had no such excise tax been imposed.
Excise Tax Reimbursement. If the Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or any affiliated company (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Company shall pay to the Executive an additional amount equal to the amount of the Excise Tax imposed.
Excise Tax Reimbursement. In the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, or whether prior to or following the Covered Termination in connection with, or arising out of, the Executive's employment with the Company or a Reorganization Event of the Company (a "Payment") will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Code, the Company shall pay to the Executive at the time specified in Section 7 hereof, below, an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Payments and any federal (and state and local) income tax, employment tax, and Excise Tax upon the payment provided for by this paragraph, shall be equal to the amount of the Payments. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax the following will apply: (a) any payments or benefits received or to be received by the Executive in connection with a Reorganization Event of the Company or his termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Reorganization Event of the Company or any person affiliated with the Company or such person) shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code in excess of the base amount within the meaning of section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; and (b) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with proposed, temporary or final regulations under Sections 280G(d)(3) and (4) of the Code or, in the absence of...
Excise Tax Reimbursement. Reinsurer shall reimburse Ceding Company in full for any federal excise tax paid by Ceding Company under Section 4371 of the Internal Revenue Code of 1986, as amended, in connection with this Reinsurance Agreement.
Excise Tax Reimbursement. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (including any acceleration) by the Parent, the Company or any affiliates thereof or any entity (a “Third Party Entity”) which effectuates a transaction described in Section 280G(b)(2)(A)(i) of the Code, to or for the benefit of Executive (whether pursuant to the terms of this Agreement or otherwise, but excluding any payment made under this Section 9(q) and excluding any new agreement with a Third Party Entity that is not consented to by the Board) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by Executive (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive a one-time reimbursement equal to the amount of the Excise Tax imposed on the Payment (the “Partial Gross-Up Payment”). Such Partial Gross-Up Payment shall be paid to Executive at the time the Company’s tax withholding obligation with respect to the Excise Tax arises and, if the Executive reasonably demonstrates that the amount shown as due on Executive’s income tax return in respect of the Excise Tax imposed upon the Payment shall exceed the amount previously paid by the Company, then the Company shall reimburse Executive for such excess amount within thirty days after the date Executive shall file such income tax return, provided Executive shall have notified the Company of the amount due within ten days after filing such tax return. In the event it is subsequently determined that Executive is required to make any additional payments with respect to Excise Tax imposed upon the Payment, the Company shall reimburse Executive for such payments and if Executive has, with the Company’s prior approval and in consultation with the Company, contested the imposition of such Excise Tax shall include in such reimbursement any reasonable expenses incurred by Executive in contesting such Excise Taxes within thirty days after the date of such payment (or, if, with the Company’s prior approval and in consultation with the Company, Executive incurs reasonable expenses in connection with contesting the imposition of Excise Taxes imposed upon the Payment but does not have to pay any additional amounts with respect to Excise Taxes imposed upon the ...
