Indemnification for Excise Tax. In the event that Executive becomes entitled to receive a Severance Payment in accordance with the provisions of Section 6 above, and such Severance Payment and any other benefits or payments (including transfers of property) that Executive receives, or is to receive, pursuant to this Agreement or any other agreement, plan or arrangement with the Company in connection with a Change in Control of the Company (“Other Benefits”) shall be subject to the tax imposed pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)(or any successor thereto) or any comparable provision of state law (an “Excise Tax”), the following rules shall apply:
Indemnification for Excise Tax. (a) In the event that (i) the Executive becomes entitled to the Severance Payments in accordance with this Section 2, and (ii) such Severance Payment and any other benefits or payments (including transfers of property) that the Executive receives, or is to receive, pursuant to this Agreement or any other agreement, plan or arrangement with the Company in connection with a Change of Control (“Other Benefits”) shall be subject to the tax imposed pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or any comparable provision of state law (collectively, the “Excise Tax”), then the Company or its successor shall pay to the Executive within 30 days after the termination of the Executive’s employment with the Company or its successor, an additional amount (the “Gross-Up Payment”) determined in accordance with the following provisions. The Gross-Up Payment shall be equal to the amount necessary so that the net amount retained by the Executive, after subtracting the Excise Tax and after also subtracting all federal, state or local income tax, FICA tax and Excise Tax on the Gross-Up Payment, shall be equal to the net amount the Executive would have retained if no Excise Tax had been imposed and no Gross-Up Payment had been made. It is intended that the Executive shall not suffer any loss or expense resulting from the assessment of any Excise Tax or the Company’s reimbursement of the Executive for any such Excise Tax.
Indemnification for Excise Tax. In the event that Employee becomes entitled to receive a Severance Payment in accordance with the provisions of Section 6 above, and such Severance Payment or any other benefits or payments (including transfers of Property) that Employee receives, or is to receive, pursuant to this Agreement or any other agreement, plan or arrangement with the Company in connection with a Change in Control of the Company (“Other Benefits”) shall be subject to the tax imposed pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or any comparable provision of state law (an “Excise Tax”), the following rules shall apply:
Indemnification for Excise Tax. In the event that Executive becomes entitled to receive a Severance Payment in accordance with the provisions of Section 6 above, and notwithstanding the provision for a reduction in Severance Payment in Section 6, such Severance Payment and any other benefits or payments (including transfers of property) that Executive receives, or is to receive, pursuant to this Agreement or any other agreement, plan or arrangement with the Company in connection with a Change in Control of the Company (“Other Benefits”) shall be subject to the tax imposed pursuant to Section 4999 of the Code (or any successor thereto) or any comparable provision of state law (an “Excise Tax”), the following rules shall apply:
Indemnification for Excise Tax. (a) Notwithstanding any other provisions of this Agreement, in the event that any of the payments or benefits received or to be received by the Executive in connection with a "change in control" (as defined in Section 280G of the Code) (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 in control or any Person affiliated with the Company or such Person) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") will be subject to the Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments.
Indemnification for Excise Tax. In the event that Employee becomes entitled to receive a Severance Payment in accordance with the provisions of Section 6 above, and such Severance Payment or any other benefits or payments (including transfers of Property) that Employee receives, or is to receive, pursuant to this Agreement or any other agreement, plan or arrangement with the Company in connection with a Change in Control of the Company (“Other Benefits”) shall be subject to the tax imposed pursuant to Section 4999 of the Code (or any successor thereto) or any comparable provision of state law (an “Excise Tax”), the following rules shall apply:
Indemnification for Excise Tax. In the event that Executive becomes entitled to receive a Retention Payment hereunder, and such payment or any other benefits or payments (including transfers of property, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor thereto) or the regulations thereunder) that Executive receives, or is to receive, pursuant to this Agreement or any other agreement, plan or arrangement with the Company or Allergan in connection with a Pre-Spinoff Sale of the Company ("Other Benefits") shall be subject to the tax imposed pursuant to Section 4999 of the Code (or any successor thereto) or any comparable provision of state law (an "Excise Tax"), the following rules shall apply:
Indemnification for Excise Tax. (a) In the event it shall be determined that the Note Forgiveness, when considered in connection with any other payment or distribution (hereinafter “Payment” or “Payments”) by the Company to or for the benefit of Xxxxxxxxx, would be subject to Federal and/or State Excise Tax imposed by Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or similar State provision, or if the Note Forgiveness causes any other payment or distribution by the Company to Xxxxxxxxx to be subject to the Excise Tax imposed by Section 280G or Section 4999 of the Code, or similar State excise tax, if any, or any interest or penalties are incurred by Xxxxxxxxx with respect to any such tax related thereto (any such excise tax, or related taxes, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Xxxxxxxxx shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Xxxxxxxxx of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto), interest and the additional 20% tax imposed under Code Section 280G and Section 4999 or similar State provision, and Excise Tax imposed upon the Gross-Up Payment, Xxxxxxxxx retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments such that it leaves him in a cash neutral position.
Indemnification for Excise Tax. (a) Indemnification In addition to the amounts specified in Section 3, the Company agrees that it will pay or cause to be paid to the Executive, at the time specified in paragraph (b) below, an amount in cash (the "Additional Amount") as determined by the following formula: Additional Amount = Excise Taxes + Attributable Taxes
Indemnification for Excise Tax
