Tax Gross Up Payments. Any tax gross-up payments to which Executive is entitled hereunder shall be paid to Executive no later than December 31 of the year next following the year which Executive remits the related tax payments to the applicable tax authorities, including the amount of additional taxes imposed upon Executive due to the Company’s reimbursement of the taxes on the compensation subject to the tax gross up.
Tax Gross Up Payments. (a) If Executive becomes entitled to any payment, benefit or distribution (or combination thereof) by the Company, any affiliated company, or one or more trusts established by the Company for the benefit of its employees, whether paid or payable pursuant to Section 6.2 of this Agreement or any other plan, arrangement, or agreement with the Company or any affiliated company (the “Payments”), which are or become subject to the excise tax imposed by Code Section 4999, 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, hereinafter collectively referred to as the “Excise Tax”), the Company shall pay to Executive an additional payment (the “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Tax Gross Up Payments. (i) Whether or not your employment is terminated, if any of the payments provided for in Section 5(iii) or any other payment or benefit received or to be received by you in connection with a Change in Control or the termination of your employment (collectively, the “Change in Control Payments”) will be 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 you at the time any such Change in Control Payment is paid an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Change in Control Payments and any federal, state and local income tax and Excise Tax upon the Gross-Up Payment, shall be equal to the Change in Control Payments. For purposes of determining the amount of the Gross-Up Payment, you 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 taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment directly and indirectly attributable to such reduction plus interest on the amount of such repayment at the rate provided for in section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any Change in Control Payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable to the taxing authorities with respect to such excess) at the time that the amount of such excess is finally determined.
Tax Gross Up Payments. The following shall be inserted as Paragraph 4(f) of the Employment Agreement and the remaining paragraphs of Section 4 thereof shall be re-designated accordingly:
Tax Gross Up Payments. In addition to such other amounts as are due and payable under this Agreement, the Company shall make such additional payments to Employee as are necessary to provide Employee with enough funds to pay any and all taxes attributable to or resulting from the payment of the Basic Salary, the bonus and any other compensation paid to Employee under this Agreement, including without limitation to any and all income tax arising under the Internal Revenue Code, and state, Canadian and provincial laws with the end result that Employee shall receive the Basic Salary and Bonuses as if no such tax was applicable tot he Employee. The Company shall make any payments required by this paragraph no later than 105 days after the last day of Employee’s taxable year following the Employee’s taxable year in which the applicable Basic Salary and Bonuses are paid to the Employee.
Tax Gross Up Payments. The tax gross-up payment provision of Section 7(f) is amended in its entirety to provide as follows:
Tax Gross Up Payments. (a) To the extent that Executive incurs or is required to pay or have withheld any United States Federal, state or local income, FICA, FUTA and other similar taxes (the “U.S. Taxes”) with respect to the payments and benefits provided under Section 3 above or this Section 4(a), the Company shall, subject to Section 4(c) below, provide Executive with a gross-up payment (“US Gross-Up Payment”) so that the net amount received and retained by Executive, after taking into account withholdings and payments for such U.S. Taxes, equals the amount that he would have received had there been no U.S. Taxes on such payments and benefits.
Tax Gross Up Payments. During the CPP Covered Period, the Company is prohibited from providing tax gross-ups or reimbursement for the payment of your taxes to you. For this purpose, providing for such a gross-up at a future date after the CPP Covered Period is also prohibited.
Tax Gross Up Payments. A Specified Time or Fixed Schedule may include tax gross-up payments made by the end of the Participant’s Taxable Year which follows the Taxable Year in which the Participant remits the related taxes resulting from compensation paid or made available to the Participant by the Employer, as described in Treas. Reg. §1.409A-3(i)(1)(v) and other Applicable Guidance.
Tax Gross Up Payments. In the event that either (i) any HK Perquisite that is or may be paid or provided to or in respect of Executive by the Company or any affiliated Company pursuant to this Agreement (“Covered Payments”), results in any income or other tax liability or obligation imposed upon Executive (each a “Reimbursable Tax”) or (ii) any amount or benefit that may be paid or provided to or in respect of Executive by the Company or any affiliated company, whether pursuant to this Agreement or otherwise (also collectively “Covered Payments”), is or may become subject to the tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision) (“Excise Tax”), the Company shall pay to Executive a “Reimbursement Amount” defined as an amount which, when added to the Covered Payments and after taking into account any federal, state or local tax resulting from the Covered Payment and the Reimbursement Amount, will provide Executive with after tax receipts equal to the amount that Executive would have earned and received had no Reimbursable Tax or Excise Tax been imposed on the applicable Covered Payments. All payments made under this Agreement will be made in compliance with Section 409A (“Section “409A”) of the Internal Revenue Code of 1986, as amended (or any successor provision), and the parties hereto agree that this Agreement will be amended prior to December 31, 2008, such that it will be in compliance with Section 409A. To the extent that the Company enters into any agreement with the Company’s Chief Financial Officer and General Counsel (the “Comparable Executives”) prior to December 31, 2008, pursuant to which the Company agrees to provide such Comparable Executives indemnification under Section 409A, the Company shall provide Executive similar indemnification. A guide to what will be tax equalized and what will be grossed up is attached hereto as Annex A. Club Use. Company shall reimburse Executive up to $13,200 USD/ year for one family club membership for Executive and his family members upon proper substantiation. Additionally, Company shall reimburse Executive for any customary and reasonable business expenses related to entertaining at such club in keeping with Company policy. Such payments or reimbursements pertaining to such club membership together with certain other benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”
