Tax Gross-Up Amount definition

Tax Gross-Up Amount means the sum of (x) an amount equal to all taxes imposed upon Executive under Section 4999(a) of the Internal Revenue Code of 1986, as amended (the "Code"), resulting from payments or other benefits (including, without limitation, accelerated vesting or exercisability of stock rights or options) to Executive under this Agreement being deemed "excess parachute payments," as such term is defined in Section 280(G)(b) of the Code (the "Subject Taxes"), and (y) an amount which will as closely as reasonably practicable approximate any additional income or excise taxes payable by Executive as a result of the payment of the Subject Taxes on behalf of the Executive pursuant to this Agreement.

Tax Gross-Up Amount means the amount necessary to cause the after-Tax net proceeds to the applicable Sellers from the sale of the Equity Interests pursuant to this Agreement to be equal to the after-Tax net proceeds each of Sellers would have received had the Section 338(h)(10) Elections not been made and had each such Seller instead sold stock in Structors, Inc. to Purchaser.

Tax Gross-Up Amount has the meaning set forth in Section 12.2(g).

Examples of Tax Gross-Up Amount in a sentence

• Buyer shall have access to all relevant information of Sellers used in connection with the determination of the Actual Tax Gross-Up Amount.

• In addition to these payments, the Company shall pay the Executive an additional payment in an amount (the "Tax Gross-Up Amount") necessary to cause the net amount of such payment that is retained by the Executive after the calculation and deduction of all federal, state and local income taxes and employment taxes on such payments to be equal to the Executive's income tax attributable to such payments for the Relocation Payment and the Residence Payment.

• The probabilities of the principal’s outcomes are conditional on the action taken by the agent: Pr(q2|aj) = πj ∀j ∈ {L, H}, where πH > πL, which implies that the higher outcome is a better signal for high effort.

• The Additional Shareholder Taxes and the Tax Gross-Up Amount are collectively referred to as the “Total Shareholder Taxes”.

• No later than 60 days after the Closing Date, Sellers’ accountants shall determine the amount of Total Shareholder Taxes in accordance with the Reporting Position and taking into account 2012 and 2013 federal income tax rates, as applicable (“Updated Total Shareholder Taxes”) and shall provide to the Sellers’ Representative and Purchaser a calculation of the updated amount of the Additional Shareholder Taxes and the Tax Gross-Up Amount (“Closing Tax Schedule”), along with supporting workpapers.

More Definitions of Tax Gross-Up Amount

Tax Gross-Up Amount means the amount equal to (i) the Incremental Tax Amount plus (ii) the amount of Taxes that would be payable by Seller and its Affiliates with respect to receipt of the Incremental Tax Amount assuming the Incremental Tax Amount were taxed at the highest applicable marginal corporate income Tax rates.

Tax Gross-Up Amount means an amount to compensate a Participant's Beneficiary for federal, state and local income and employment taxes attributable to the Participant's Death Benefit. A Participant's Tax-Gross Up Amount shall be 45 percent of the Participant's Pre-Commencement Death Benefit or Post-Commencement Death Benefit, as the case may be.

Tax Gross-Up Amount means the sum of the Federal Tax Gross-Up Amount plus the Ordinary Income Gross-Up Amount. Attached hereto as Exhibit A is an example to demonstrate how the Tax Gross-Up would apply.

Tax Gross-Up Amount with respect thereto as provided for in Sections 2(a)(ii) and 2(b) hereof. For purposes of this Section 2(d)(ii), the "Applicable Percentage" shall be: 20% if the Executive terminates his employment with the Company without "Good Reason" on or before November 2, 2000; 40% if he terminates such employment without "Good Reason" on or after November 3, 2000, but on or before November 2, 2001; 60% if he terminates such employment without "Good Reason" on or after November 3, 2001, but on or before November 2, 2002; and 80% if he terminates such employment without "Good Reason" on or after November 3, 2002, but on or before November 2, 2003.

Tax Gross-Up Amount means such additional amount as is necessary to ensure that the net amount actually received by the Noteholders following the occurrence of a Tax Gross Up Event will equal the full amount that the Noteholders would have received had no such Tax Gross Up Event occurred;

Tax Gross-Up Amount shall equal the quotient of (i) the amount of deferred compensation payable to the Executive, divided by (ii) a percentage equal to (x) one (1), minus (y) the amount, expressed as a percentage, equal to the maximum aggregate state and federal income tax rate applicable to California residents at the time the payment of deferred compensation is to be made to the Executive pursuant to this Section 2, minus (iii) the amount of deferred compensation payable to the Executive. For example, if the deferred compensation payable to the Executive pursuant to Section 2(a)(i) hereof is $100, and if the maximum aggregate state and federal income tax rate applicable to California residents at the time of payment is 46%, then the "Tax Gross Up Amount" shall be $85.19, determined as follows:

Tax Gross-Up Amount means $24,752,256.20.