Gross-Up Amount. In the event that any portion of the Severxxxx Xxxefits provided in Section 5 is subject to tax under Code ss.4999, or any successor provision thereto (the "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Gross-Up Amount") which, after payment of all federal and State income taxes thereon (assuming the Executive is at the highest marginal federal and applicable State income tax rate in effect on the date of payment of the Gross-Up Amount) and payment of any Excise Tax on the Gross-Up Amount, is equal to the Excise Tax payable by the Executive on such portion of the Severance Benefits. Any Gross-Up Amount payable hereunder shall be paid by the Company coincident with the payment of the Severance Benefits described in Section 5.a of this Agreement. b.
Gross-Up Amount. The Company shall provide an additional payment to the Employee ("GROSS-UP PAYMENT") to cover all applicable excise taxes payable by the Employee upon the distribution of any Bonus Program proceeds and the value of the Employee's stock options subject to such excise taxes. The Gross-Up Payment shall be payable from the consideration allocated to the CNBP and/or the MBP. The Company and Employee hereby agree, notwithstanding the foregoing that the total amount paid to Employee under Section 5, including the Gross-Up Payment, shall not exceed six and one quarter percent (6.25%) of the Sale of Note Proceeds and Net Proceeds to Securityholders and the value of the Employee's stock options subject to excise taxes.
Gross-Up Amount. (a) As used in this Agreement the "
Gross-Up Amount. For any Quarterly Period during the Primary Term in which the Btu Tax is in effect, Buyer shall pay to Seller the higher of (i) the Floor Price for such Quarterly Period plus the Gross-Up Amount, and (ii) the Index Price for such Quarterly Period.
Gross-Up Amount. (a) In addition to the Change in Control Payment described in Section 1 above, Bancorp shall pay to Employee an amount (the "Gross-Up Amount") equal to the excise tax under Section 4999 of the Code, if any, incurred by Employee on the payments and benefits owed under this Agreement, and/or under all other plans, agreements or understandings between Employee and Bancorp (collectively "Golden Parachute Payments") constituting excess parachute payments under Code Section 280G, plus all excise taxes and federal, state and local income taxes EXHIBIT 10.25 incurred by Employee with respect to receipt of the Gross-Up Amount. The parties intend that the Gross-Up Amount be in an amount such that after payment by the Employee of all taxes (including income taxes, excise taxes under Code Section 4999 interest and penalties), imposed upon the Gross-Up Amount, the Employee will retain a portion of the Gross-Up Amount equal to the Code Section 4999 excise tax imposed on the Golden Parachute Payments. Attached hereto as Exhibit A is an example of the computation of the Gross-Up Amount.
Gross-Up Amount. The Gross-Up Amount is the additional amount needed (the "Gross-Up Amount") to make the Seller whole for the net amount of additional Taxes payable by the Seller as a result of Buyer's payment of the Seller 338 Tax and the Gross-Up Amount (after giving effect to any deductions arising therefrom). (c) Within twenty (20) days after the Buyer and the Seller agree upon Allocation Agreement, the Seller shall deliver to the Buyer a notice setting forth in reasonable detail the Seller's calculation of the proposed 338 Tax Payment. If the Buyer has not objected to the Seller's proposed 338 Tax Payment within thirty (30) days of receipt of the notice thereof, such proposal shall be deemed accepted by the Buyer and shall be the final 338 Tax Payment, and the Buyer shall pay to Seller the final 338 Tax Payment. If the Buyer objects to the Seller's proposed 338 Tax Payment, the Buyer shall provide the Seller with a notice setting forth such objection in detail and the Buyer and the Seller shall resolve their dispute in accordance with Section 4.10(e)(v). If the dispute is to be resolved by an Independent Accounting Firm in accordance with Section 4.10(e)(v), within ten (10) business days after the Buyer issues the objection notice, the Buyer and the Seller hereby agree to provide the Independent Accounting Firm with all information and materials as shall be reasonably necessary or desirable in order for the Independent Accounting Firm to make its determination. The determination of the Independent Accounting Firm shall be the final 338 Tax Payment, which shall be binding and conclusive upon the Buyer and the Seller. (d) The Buyer shall pay to the Seller the 338 Tax Payment, less any 338 Estimated Tax Payment made by the Buyer to the Seller in accordance with Section 8.2, within ten (10) days after the final 338 Tax Payment is determined. 8.2
Gross-Up Amount. The Company shall provide an additional payment to the Employee ("GROSS-UP PAYMENT") to cover all applicable excise taxes payable by the Employee upon the distribution of any Bonus Pool Proceeds. The Gross-Up Payment shall be payable from the consideration allocated to the ABP and/or the MBP. The Company and Employee hereby agree, notwithstanding the foregoing that the total amount paid to Employee under Section 5, including the Gross-Up Payment, shall not exceed six and one quarter percent (6.25%) of the Net Sales Proceeds from the Sale of the Company.
Gross-Up Amount. In the event Executive incurs (through withholding or otherwise) any excise tax ("Excise Tax") under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on "excess parachute payments" made by the Company in connection with the consummation of a change in control transaction, the Company shall pay Executive, prior to the time any such Excise Tax is payable, an additional amount (the "Gross Up Amount") which, after the imposition of all income and excise taxes thereon, is sufficient to put Executive in the same after-tax position as Executive would have been had Executive not been subject to any such Excise Tax; provided however, that if Executive would receive parachute payments (as defined in Section 280G of the Code) in connection with the consummation of a change in control transaction, and the net after-tax benefit of receiving such parachute payments plus the Gross Up Amount would be less than 125% of the net-after-tax benefit that Executive would receive if the amount of such parachute payments were reduced so that no Excise Tax were owing, then no Gross Up Amount shall be paid to Executive and the cash portion of any parachute payments made to Executive shall be reduced so that no Excise Tax shall be owed. For purposes of this Section, the net-after-tax benefit of payments shall be determined by assuming that Executive is subject to the highest federal marginal tax rate, the highest marginal rate of taxation in the state and locality of Executive's primary place of business and by assuming that state and local tax payments are deductible by Executive for federal income tax purposes at the highest marginal rate. In the event the Internal Revenue Service adjusts the computation of the Company under this Section 8, the Company shall reimburse Executive or Executive shall return payment to the Company to the extent necessary to achieve the purpose of this Section 8.
Gross-Up Amount. The term "
Gross-Up Amount. If the Special Payments paid by Licensee to TSRI pursuant to Section 3.9.2 in a particular royalty reporting period are less than [*] times ([*]x) the total amount of documented attorneys’ fees, expert witness fees, consultant fees, direct costs of TSRI personnel (i.e. internal FTE costs), and other litigation-related direct costs incurred, in each case, by TSRI in connection with the Challenge by such Sublicensee in that particular royalty reporting period (“[*]x Litigation Costs”), then Licensee shall additionally pay to TSRI the difference between the [*]x Litigation Costs and the Special Payments (“Gross-Up Amount”) during the Additional Payment Period. The Gross-Up Amount shall be paid by Licensee to TSRI [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. within thirty (30) days of receipt of TSRI’s invoice with respect thereto. In connection with the foregoing, TSRI shall report to Licensee the [*]x Litigation Costs and provide reasonable back-up documentation with respect thereto. For clarity, upon expiration of the Additional Payment Period as provided in Section 3.9.4 below, Licensee shall no longer be obligated to pay the Gross-Up Amount or Special Payments, but, to the extent this Agreement remains in effect, shall still be required to continue paying the Base Payments to TSRI.
