Gross-Up for Excise Tax. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Corporation or WellCare to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4.5) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, or if any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (including interest or penalties imposed with respect to such taxes, but not including interest and penalties imposed by reason of Executive’s failure to file timely tax returns or to pay taxes shown due on such returns and any interest, additions, increases or penalties unrelated to the Excise Tax or the Gross-Up Payment), including, without limitation, 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 Payment. Notwithstanding the foregoing provisions of this Section 4.5.1, in the event the amount of Payments subject to the Excise Tax exceeds the product (the “Parachute Payment Limit”) of 2.99 and Executive’s applicable “base amount” (as such term is defined for purposes of Section 4999 of the Code) by less than ten percent (10%) of Executive’s base salary, Executive shall be treated as having waived such rights with respect to Payments designated by Executive to the extent required such that the aggregate amount of Payments subject to the Excise Tax is less than the Parachute Payment Limit; provided, however, that to the extent necessary to comply with Section 409A of the Code, the waiver shall be performed in the order in which each dollar of value subject to a Payment reduces the amount in excess of the Parachute Payment Limit to the greatest extent.
Gross-Up for Excise Tax. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment made and benefits provided by the Company to or for the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986 as amended (the “Code”) or any successor provision (the “Excise Tax”), the Executive shall be paid an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any Excise Tax, and any federal, state and local income and employment tax (including any Excise Tax imposed upon the Gross-Up Payment itself) shall be equal to the total amount of all payments and benefits to which the Executive would be entitled pursuant to this Agreement absent the Excise Tax, but net of all applicable federal, state and local taxes. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment 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 Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of state and local taxes.
Gross-Up for Excise Tax. In the event that any payment hereunder to or for the benefit of Employee (determined without regard to any additional payment required under this paragraph) (a “Payment”) is subject to the excise tax (the “Excise Tax”) imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then Employee shall be paid an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all taxes, including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.
Gross-Up for Excise Tax. If it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Excise Tax"), the Company shall pay to the Employee (a "Gross-Up Payment") an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any taxes imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the amount of the Excise Tax imposed upon the Payments. The Employee undertakes and agrees that he will notify the Board of Directors immediately if he is contacted or notified by any taxing authority that it will be doing any of the following: (i) reviewing the Agreement; (ii) reviewing whether any Excise Tax is to be imposed upon the Employee in relation to this Agreement; or (iii) imposing an Excise Tax on the Employee in relation to this Agreement.
Gross-Up for Excise Tax a. If any payment or benefit under this Agreement becomes subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any substitute provision of the Code, or any interest or penalties are incurred by Employee with respect to such excise tax (collectively, the “Excise Tax”), then the Company will pay Employee an additional amount or amounts (the “Gross-Up Payment”), such that the net amount or amounts retained by Employee, after deduction of any Excise Tax on any of the payments or benefits under this Agreement and any federal, state and local tax and Excise Tax on the Gross-Up Payment will equal the amount of such payment or benefits prior to the imposition of such Excise Tax. For purposes of determining the amount of a Gross-Up Payment, Employee will 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 payable and state and local income taxes at the highest marginal rate of taxation in the sate and locality of Employee’s residence on the date the Gross-Up Payment is payable, net of the maximum reduction in federal income taxes that could be obtained from any available deduction of such state and local taxes.
Gross-Up for Excise Tax. (a) Whether or not _______________________ the Executive becomes entitled to any payments under Section 7 hereof, if any payments or benefits received or to be received by the Executive (whether pursuant to Section 5 hereof or any other provision of this Agreement or any other Plan, arrangement or agreement with the Company or, with respect to his employment by the Company, with any other person (such payments or benefits, excluding the Gross-Up Payment described herein, being hereinafter referred to as the "Total Payments") will be subject to any excise tax imposed under section 4999 of the Internal Revenue Code of 1986, as amended (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.
Gross-Up for Excise Tax. In the event that any payment and any separation benefit or other benefit (including without limitation, any acceleration of Equity Units (as defined herein below)) payable or due to or for the benefit of , or received by or on behalf of, the Executive, whether under this Agreement or otherwise (determined without regard to any additional payment required under this paragraph) (a “Payment”) is subject to the excise tax (the “Excise Tax”) imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Executive shall be paid an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive shall retain the full amount of the Payment without being reduced by the Excise Tax imposed upon the Payment. For avoidance of doubt, the Executive and the Company agree that this Section 3 shall not be interpreted to compensate the Executive for any other tax to which the Payment may be subject, including but not limited to income and employment taxes.
Gross-Up for Excise Tax. (a) To the extent that the vesting or exercise of the Option or the payment (excluding the payments to be made pursuant to this Section 4.3) received by Grantee under this Agreement and the Plan with respect to his Option will be an “excess parachute payment” subject to the excise tax imposed by Section 4999 of the Code, or any successor provision of the Code (the “Excise Tax”), the Company shall pay Grantee an additional amount at the time the Excise Tax is due and payable equal to the amount of the Excise Tax plus any federal, state and local income and employment taxes and Excise Tax on the additional amount (the “Gross-Up Payment”). For purposes of calculating the Gross-Up Payment, Grantee shall be deemed to pay income taxes at the highest applicable marginal rate of federal, state or local income taxation for the calendar year in which the Gross-Up Payment is being made, net of the maximum reduction in federal income taxes which could be obtained from deduction of any such state and local taxes.
Gross-Up for Excise Tax. In the event that the payment of any amount to Executive under Section 2 of this Agreement, or the granting or acceleration of benefits to Executive of Section 3 of this Agreement, is treated as a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and Executive is subject to the excise tax imposed under Section 4999 of the Code for the year in which such payments or grant or acceleration of benefits are made, then the Company shall make an additional payment to the Executive in an amount sufficient to place the executive in the same after-tax position as if no such excise taxes had been imposed. For purposes of this Section 4, the amount of any amounts payable to Executive pursuant to Section 5 shall be disregarded in calculating the amount of excise tax to which Executive would be subject, it being agreed that Executive shall be solely responsible for the payment of any excise tax imposed by the reason of any payment to Executive under said section.
Gross-Up for Excise Tax. In the event that the Employee becomes entitled by reason of a Change in Control to the accelerated vesting of the Performance Shares, if the Employee will be subject to the excise tax (the "Excise Tax") under Section 4999 of the Code, the Company shall pay to the Employee as additional compensation an amount (the "Gross-Up Payment") as calculated under the Plan, and subject to adjustment under procedures described in the Plan.
