Gross Ups Clause Samples
A Gross Ups clause requires one party to increase payments to the other so that the recipient receives a specified net amount after taxes or deductions. In practice, if a payment is subject to withholding tax or other mandatory deductions, the paying party must add enough to the payment to cover these deductions, ensuring the recipient is not financially disadvantaged. This clause is commonly used in cross-border transactions or employment agreements to allocate the risk of tax liabilities and ensure the intended net benefit is delivered regardless of tax or regulatory changes.
Gross Ups. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is bound to provide a gross-up or otherwise reimburse any Service Provider or other person for Taxes paid by such Service Provider or other person.
Gross Ups. (a) Notwithstanding any other provision in this Agreement to the contrary, and except as set forth below, in the event it shall be determined under the provisions of this Section 8 hereof that any payment or distribution by the Company, or by any successor or affiliate of the Company (the 'Payor'), to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation any other Agreement, arrangement or agreement with such Payor, and including a determination (i) with regard to the value of any accelerated vesting of options or stock awards or other forms of compensation, if such vesting occurs in connection with a Change of Control; but (ii) without regard to any additional payments required or calculated under this Section 8) (a 'Payment'), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision of the Code), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax and any such interest and penalties, are hereinafter collectively referred to as the 'Excise Tax'), then Executive shall be entitled to receive an additional payment (a 'Gross-Up Payment') (which is itself payable subject to applicable tax withholdings). This Gross-Up Payment shall be equal to an amount such that Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments after paying all applicable federal, state and local income taxes, FICA at the highest marginal rate and social security taxes owed with respect to such payment. The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon Executive’s termination of employment in connection with a Change of Control. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, state and local income taxes at the highest marginal rate of taxation in either the state and locality of Executive’s place of employment at the time of the Change of Control or in the state and locality of Executive’s residence at the time or times of payment, as applicable, and FICA at the highest marginal rate in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income...
Gross Ups. Notwithstanding anything in the Employment Agreement to the contrary, Executive will not be entitled to the 280G Gross-Up Payment or the Section 409A Gross-Up Payment following the date hereof. If upon a termination following the date hereof any of the Total 280G Payments will be subject to the Excise Tax, then, to the extent necessary to make such portion of the Total 280G Payments not subject to the Excise Tax (and after taking into account any reduction in the Total 280G Payments provided by reason of Section 280G of the Code under any other plan, arrangement or agreement), the portion of the Total 280G Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced (if necessary, to zero), and all other Total 280G Payments shall thereafter be reduced (if necessary, to zero) with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first, but only if (i) the net amount of such Total 280G Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total 280G Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total 280G Payments) is greater than or equal to (ii) the net amount of such Total 280G Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total 280G Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total 280G Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total 280G Payments).
Gross Ups. No Company Group Member has any actual or potential obligation to gross-up, indemnify, reimburse or otherwise make whole any Person for any Taxes, including under Section 409A or Section 4999 of the Code.
Gross Ups. No Company Benefit Plan provides for any tax “gross-up” or similar “make-whole” payments under Section 409A of the Code or Section 280G of the Code.
Gross Ups. All gross ups hereunder shall be determined by agreement of the Company's, and Executive's accountants. The Executive shall provide the Company's accountants with such information as they reasonably request in order to make the necessary determination as to Executive's tax rates and the deductibility of various items. In calculating the gross up, the Company's gross up items when combined with Executive's other deductions shall receive the most favored treatment and the Company shall get the full benefits of any deductions available. If Executive voluntarily terminates employment without Good Reason or is terminated with Cause, any lost tax deduction on any gross up item shall be treated as if such termination did not occur. Gross ups shall be paid as soon as reasonably possible after payment of the respective item (and shall generally be withheld and paid to the applicable taxing authorities), subject to adjustment at year end (including, if applicable, repayment).
Gross Ups. There is no contract, agreement, plan or arrangement to which any Company Group Member is a party or by which it is bound that provides any Person with a current or contingent right to a gross-up, indemnification, reimbursement or other payment for any Tax under Section 409A or Section 4999 of the Code.
Gross Ups. Except as could not result in Liability to Purchaser, its Affiliates or any Acquired Company, no Acquired Company Employee Plan provides any person with a “gross up” or similar payment in respect of any Taxes or related interest or penalties that may become payable under Section 409A or 4999 of the Code.
Gross Ups. To the extent required by 409A, any ‘gross up’ payment shall be made no later than the end of the Executive’s taxable year following the year in which the employee remits the related taxes. Without limiting the generality of the foregoing, the following specific provisions will be effective as of January 1, 2005: