Parachute Gross-Up. In the event that the aggregate of all payments or benefits made or provided to, or that may be made or provided to, the Executive under this Agreement and under all other plans, programs and arrangements of the Company (the “Aggregate Payment”) is determined to constitute an “excess parachute payment,” as such term is defined in Section 280G(b) of the Internal Revenue Code, the Company shall pay to the Executive prior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code (“Excise Tax”) is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes an excess parachute payment and, if so, the amount to be provided to the Executive and the time of payment pursuant to this Section 13(d) shall be made by an independent auditor (the “Auditor”) selected jointly by the Company and the Executive and paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two (2) years preceding the date of its selection, acted in any way on behalf of the Company or any affiliate thereof. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of the Executive’s Excise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which any initial payment to the Executive under this Section 13(d) has been made, the Company shall pay to the Executive an additional amount (grossed up for all taxes) with respect to such additional Excise Tax (and any interest and penalties thereon) at the time and in the amount reasonably determined by the Auditor. Similarly, if the amount of the Executive’s Excise Tax liability is subsequently determined to be less than the Excise Tax liability with respect to which any prior payment to the Executive has been made under this Section 13(d), the Executive shall refund to the Company the excess amount received, after reduction for any nonrefundable tax, penalties and/or interest incurred by the Executive in connection with the receipt of such excess, and such refund shall be paid promptl...
Parachute Gross-Up. (a) In the event that you shall become entitled to payments and/or benefits provided by Section 4 of the Control Agreement or any other amounts in the "nature of compensation" (whether pursuant to the terms of the Control Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the "Company Payments"), and such Company Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed) the Company shall pay to you at the time specified in subsection (d) below an additional amount (the "Gross-up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments.
Parachute Gross-Up. Any payments due Employee as a result of a change in control shall be adjusted as provided in Exhibit B attached to this Agreement.
Parachute Gross-Up. If the Executive incurs an excise tax imposed on "excess parachute payments" under Code Section 4999, as defined in Code Section 280G, on account of any amount paid or payable to, or for the benefit of, the Executive by the Company or its stockholders or affiliates in respect of obligations of the Company, in each case, in respect of this Agreement or any of the Company's incentive and benefit plans, then, subject to Section 17(a), the Company shall pay the Executive an amount equal to the sum of (x) the excise taxes payable on such excess parachute payments, plus (y) an additional amount such that after payment of all Taxes on such additional amount there remains a balance sufficient to pay Taxes actually due and payable on the payment made in clause (x).
Parachute Gross-Up. If Executive becomes entitled to any payments or benefits whether pursuant to the terms of or by reason of this Agreement or any other plan, arrangement, agreement, policy or program (including without limitation any deferred stock unit, restricted stock, stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on the vesting or exercisability of any of the foregoing) with the Company, any successor to the Company or to all or a part of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation, spin off, or otherwise and regardless of whether such payment is made by or on behalf of the Company or such successor) or any person whose actions result in a Change of Control or any person affiliated with the Company or such persons (in the aggregate, "Payments" or singularly, "Payment"), which Payments are reasonably determined by an accounting firm mutually agreed upon by the Executive and the Company ("Accountant") (which agreement neither party shall unreasonably withhold) to be subject to the tax imposed by Section 4999 or any successor provision of the Code or any similar state or local tax, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Company shall pay Executive an additional amount ("Gross-Up Payment") such that the net amount retained by Executive, after deduction or payment of (i) any Excise Tax on Payments, (ii) any federal, state and local income or employment tax and Excise Tax upon the payment provided for by this Section, and (iii) any additional interest and penalties imposed because the Excise Tax is not paid when due, shall be equal to the full amount of the Payments. The Company and Executive shall use their reasonable efforts to cause the Accountant to complete its calculation at least ten (10) days prior to the time any Excise Tax is due. For purposes of determining the amount of the Gross-Up Payment, the 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 and state and local income and employment taxes at the highest marginal rates of taxation in the applicable state and locality with respect to which Executive is subject to tax on the date the Gross-Up Payment...
Parachute Gross-Up. If the Executive incurs an excise tax imposed on “excess parachute payments” under Code Section 4999, as defined in Code Section 280G, on account of any amount paid or payable to, or for the benefit of, the Executive by the Company or its stockholders or affiliates in respect of obligations of the Company, in each case, in respect of this Agreement or any of the Company’s incentive and benefit plans, then the Company shall pay the Executive, simultaneously with the payment of the excess parachute payment(s) and in no event later than the end of the Executive’s taxable year after the taxable year in which such taxes are remitted and subject to Section 17, an amount equal to the sum of (x) the excise taxes payable on such excess parachute payments, plus (y) an additional amount such that after payment of all Taxes on such additional amount there remains a balance sufficient to pay Taxes actually due and payable on the payment made in clause (x).
Parachute Gross-Up. The Company will provide a gross-up for any excise tax imposed upon the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, sufficient to put Executive in the same after-tax position as if such excise tax were not due. The amount of such gross-up shall be determined by the Company’s external auditors assuming the highest marginal federal and applicable state tax rates, and Executive shall be entitled to continuing indemnification for any additional tax imposed by taxing authorities relating to such excise tax or gross up.
Parachute Gross-Up. (a) In the event that the Executive shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the "nature of compensation" (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 of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the "Company Payments"), and such Company Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive at the time specified in subsection (d) below (i) an additional amount (the "Gross-up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments, and (ii) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-Up Payment in the Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, applicable to the Executive for the calendar year in which the Gross-Up Payment is to be made.
Parachute Gross-Up. The Company will provide a gross-up for any excise tax imposed upon RC under Internal Revenue Code Section 4999 or similar provisions sufficient to put RC in the same after-tax position as if such excise tax were not due. The amount of such gross-up shall be determined by the Company's external auditors assuming the highest marginal federal and applicable state tax rates, and RC shall be entitled to continuing indemnification for any additional tax imposed by taxing authorities relating to such excise tax or gross-up.
Parachute Gross-Up. (a) Any other provision in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to you or for your benefit, whether paid or payable pursuant to this Agreement or otherwise (“Payment”) would be subject to the excise tax imposed by Section 4999 (“Excise Tax”) of the Internal Revenue Code of 1986, as amended (“Code”), then you shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by you of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income or employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section shall not be conditioned upon your termination of employment.
