Agreement Payment definition

Agreement Payment means a Payment paid or payable pursuant to this Agreement.
Agreement Payment means a Payment paid or payable pursuant to this Agreement (disregarding this Section 9);
Agreement Payment means a Payment paid or payable pursuant to this Agreement; (iii) “Net After Tax Receipt” shall mean the “Present Value” (as defined below) of a Payment net all of federal, state and local taxes imposed on the Executive with respect thereto (including without limitation under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code)), determined by applying the highest marginal rates of such taxes that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall in his sole discretion certify as likely to apply to the Executive in the relevant tax year(s); (iv) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code; and (v) “Reduced Amount” shall mean the smallest aggregate amount of Agreement Payments which (A) is less than the sum of all Agreement Payments and (B) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Agreement Payments were any other amount less than the sum of all Agreement Payments.

Examples of Agreement Payment in a sentence

  • Each of the following shall constitute an Event of Default under this Agreement: Payment Default.


More Definitions of Agreement Payment

Agreement Payment means a Payment paid or payable pursuant to this Agreement (disregarding this Section); (iii) "Reduced Amount" shall mean the amount of Payments that has a Present Value that is equal to 2.99 times the Executive’s “base amount,” as that term is defined under Code Section 280G(b)(3); (iv) "Present Value" shall mean such value determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of Code; and (v) “Code” shall mean the Internal Revenue Code of 1986, as amended.
Agreement Payment means a Payment paid or payable pursuant to this Agreement (disregarding this Paragraph); (3) “Net After-Tax Receipt” shall mean the Present Value of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as Executive shall certify, in Executive’s sole discretion, as likely to apply to Executive in the relevant tax year(s); (4) “Accounting Firm” shall mean the Company’s regular auditor, unless Executive objects to the use of that auditor, in which event the auditor shall be an independent auditor or other independent professional services organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company and reasonably acceptable to Executive, which auditor shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control (the “Auditor”); (5) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment; and (6) “Reduced Amount” shall mean the amount of Agreement Payments that (x) has a Present Value that is less than the Present Value of all Agreement Payments and (y) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Agreement Payments were any other amount that is less than the Present Value of all Agreement Payments.
Agreement Payment means a Payment paid or payable pursuant to this Agreement including, for the avoidance of doubt, any acceleration of vesting of equity awards.
Agreement Payment means a Payment paid or payable pursuant to this Agreement (disregarding this Section); (iii) "Net After Tax Receipt" shall mean the Present Value of a Payment net of all taxes imposed on EMPLOYEE with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code which applied to the EMPLOYEE's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section 280G (d)(4) of the Code; and (v) "Safe Harbor" shall mean the sum of $1.00 less than three times the EMPLOYEE's "base amount" within the meaning of that term in Section 280G of the Code.
Agreement Payment means a Payment paid or payable on account of termination of employment during the Change in Control Period pursuant to Section 6 of this Agreement (disregarding the reduction provided by Section 7(b)).
Agreement Payment means a Payment paid or payable pursuant to this Agreement (disregarding this Section); (iii) "Present Value" shall mean such value determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code"); and (iv) "Reduced Amount" shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Agreement Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code.
Agreement Payment means a Payment paid or payable pursuant to this Agreement (disregarding this Section 11);