Tax Gross-Up Payment means an amount payable to Executive such that after payment of Taxes on such amount there remains a balance sufficient to pay the Taxes being reimbursed.
Tax Gross-Up Payment means an amount payable to the Executive such that, after payment of all federal, state and local taxes on such Tax Gross-Up Payment, there remains a balance sufficient to pay the Excise Tax being reimbursed. The Company’s outside auditor (the “Auditor”) shall determine whether any payment under this Agreement is subject to an Excise Tax and, if so, the amount and timing of the Tax Gross-Up Payment. The foregoing notwithstanding, if any payments subject to the Excise Tax exceed the amount that may be paid to Executive without the imposition of the Excise Tax (the “Allowable Amount”) by an amount which is not more than 10% of the Allowable Amount, the Executive shall relinquish the right to receive such payments to the extent and only to the extent that such payments exceed the Allowable Amount. In the event that Executive is required to relinquish a portion of the compensation otherwise due Executive by application of the immediately preceding sentence, compensation shall be relinquished in the following order i) stock option acceleration commencing with options having the highest exercise price, ii) the accelerated vesting of restricted stock or other equity awards and iii) cash compensation.
Tax Gross-Up Payment means an amount payable to the Executive such that, after payment of Taxes (as defined below) on such amount there remains a balance sufficient to pay the Taxes being reimbursed. “Taxes” means the incremental United States federal, state and local income, excise and other taxes payable by the Executive with respect to any applicable item of income. If it shall be determined that any payment to the Executive pursuant to this Agreement or any other payment or benefit from the Employer, any affiliate, any shareholder of the Employer or any other person would be subject to the excise tax imposed by Section 4999 of the Code because such payment exceeds three times the Base Amount by an amount equal to ten percent (10%) or less of such three times the Base Amount, then the amount of any payments hereunder which shall be paid to the Executive shall be reduced to an amount equal to one dollar less than three times the Base Amount.
Examples of Tax Gross-Up Payment in a sentence
Notwithstanding the foregoing provisions of this Section 8(a), if it shall be determined that the Executive is entitled to the Excise Tax Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Excise Tax Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount.
In addition, notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment, and the Executive hereby consents to such withholding.
In determining this amount, the amount of the Excise Tax Gross-Up Payment attributable to federal income taxes shall be reduced by the maximum reduction in federal income taxes that could be obtained by the deduction of the portion of the Excise Tax Gross-Up Payment attributable to state and local income taxes.
In addition, notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment and the Executive hereby consents to such withholding.
The Company's outside auditor (the "Auditor") shall determine whether any payment under this Agreement is subject to an Excise Tax and, if so, the amount and timing of the Tax Gross-Up Payment.
More Definitions of Tax Gross-Up Payment
Tax Gross-Up Payment means an amount payable to the Executive such that, after payment of all federal, state and local taxes on such Tax Gross-Up Payment, there remains a balance sufficient to pay the Excise Tax being reimbursed. The Company's outside auditor (the "Auditor") shall determine whether any payment under this Agreement is subject to an Excise Tax and, if so, the amount and timing of the Tax Gross-Up Payment.
Tax Gross-Up Payment means an amount payable to Executive such that, after payment of Taxes on such amount, there remains a balance sufficient to pay the Taxes being reimbursed, which amount shall be payable in a lump sum to Executive not later than the end of the taxable year of Executive next following the taxable year of Executive in which the related Taxes were remitted. The amount of Taxes eligible for reimbursement in one taxable year of Executive shall not affect the amount of Taxes eligible for reimbursement in another taxable year of Executive.
Tax Gross-Up Payment. Upon exercise of the Company Call or Employee Put or any other Realization Event hereunder, Holdings shall make a tax gross-up payment to the Employee to compensate the Employee for the difference between ordinary income tax treatment and capital gains tax treatment with respect to the appreciated value ("Appreciated Value") of the Phantom Shares from the date of vesting to the earlier of: (i) the Termination Date (in the case of an Employee Put or Company Call), or (ii) the date of the occurrence of a Realization Event; provided, however, that in no event shall such tax gross-up payment exceed the tax benefit to Holdings actually realized for such tax year, if any, related to the deduction for (a) the tax gross-up payment and (b) the appreciated value of the Phantom Shares from the date of vesting to the earlier of: (i) the Termination Date (in the case of an Employee Put or Company Call), or (ii) the date of the occurrence of a Realization Event.
Tax Gross-Up Payment means the Tax Gross-Up Payment as set forth in Section 6.1 herein.
Tax Gross-Up Payment means an amount payable to the Executive such that, after payment of Taxes (as defined below) on such amount there remains a balance sufficient to pay the Taxes being reimbursed. “Taxes” means the incremental United States federal, state and local income, excise and other taxes payable by the Executive with respect to any applicable item of income. Any Tax Gross-Up Payment shall be paid no later than the end of Executive’s taxable year following the taxable year in which Executive remits such Taxes to the applicable taxing authority. If it shall be determined that any payment to the Executive pursuant to this Agreement or any other payment or benefit from the Employer, any affiliate, any shareholder of the Employer or any other person would be subject to the excise tax imposed by Section 4999 of the Code because such payment exceeds three times the Base Amount by an amount equal to ten percent (10%) or less of such three times the Base Amount, then the amount of any payments hereunder which shall be paid to the Executive shall be reduced to an amount equal to one dollar less than three times the Base Amount. In the event that the amount of payments to be reduced is payable over more than one taxable year of Executive, the payments to be made the furthest from the date on which the reduction is made shall be reduced first until the payment limit is reached.
Tax Gross-Up Payment means an amount payable to you such that, after payment of Taxes on such amount, there remains a balance sufficient to pay the Taxes being reimbursed.
Tax Gross-Up Payment means an amount payable to the Executive such that, after payment of Taxes (as defined below) on such amount, there remains as balance sufficient to pay the Excise Tax being reimbursed. “Taxes” means the incremental United States federal, state, and local income, excise and other taxes payable by the Executive as a result of the Executive’s receipt of the Tax Gross-Up Payment. All legal and accounting fees (including, without limitation, such reasonable fees incurred by the Executive in retaining counsel and/or other advisors for this purpose) for the determination of the imposition of the Excise Tax, enforcement, the calculation of the Tax Gross-Up Payment, review of such calculations, or related matters shall be paid by Myriad.