Golden Parachute Gross-Up. If, in the written opinion of a Big 5 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under this Agreement would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Xxxxxxxxx 0, (xx) federal, state or local income tax on the Gross-Up payment, and (iii) excise tax on the Gross-Up payment, to be equal to the aggregate remuneration the Executive would have received under Section 4, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten (10) days after the termination of Executive's employment, provided however that if the amount of the payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination. Any dispute concerning the application of this paragraph shall be resolved pursuant to paragraph 10, and if Paragraph 11 applies, any reference in this Paragraph to Paragraph 4 shall also be deemed to include a reference to Paragraph 11 as well.
Golden Parachute Gross-Up. If, in the written opinion of a nationally recognized accounting firm, selected by the Company and reasonably acceptable to the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service ("IRS"), the aggregate of the benefit payments and provisions under this Agreement and any other arrangement between the Executive and Parent or the Company (the "Payments") would cause the payment or provision of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Code, then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the Payments, (ii) federal, state or local income tax on the Gross-Up Payment, (iii) excise tax on the Gross-Up Payment and (iv) any penalty and interest related to the Payments, to be equal to the aggregate remuneration the Executive would have received, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. The Gross-Up Payment provided for in this Paragraph shall be made within ten days after the termination of Executive's employment or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment"; PROVIDED, HOWEVER, that if the amount of the Gross-Up Payment cannot be finally determined at the time, the Company shall pay to Executive an estimate as determined in good faith by the Company of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event after the earlier of (i) the date any related withholding taxes are due or (ii) the thirtieth day after the date of termination or the date on which any Payment is made that is reasonably likely to constitute an "excess parachute payment." The Company agrees to reimburse the Executive for reasonable fees and expenses (including reasonable attorneys and accountants fees and expenses) in connection with any audit or assessment by the IRS if a claim ("Claim") arises out of, or results from the treatment or characterization by the IRS of any Payments made by Parent or the Company and for the cost of preparing the Executive's income tax returns for the y...
Golden Parachute Gross-Up. (a) If the aggregate of the benefit payments under this Agreement and the Stock Option Agreements would cause the payment of one or more of such benefit payments to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then Employer will pay to the Internal Revenue Service for the account of Employee, when Employee's underlying tax liability is due and payable (but subject to paragraphs (b), (c) and (d) below), an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by Employee, after deduction of any (i) excise tax on the payments under this Agreement and the Stock Option Agreements, (ii) federal, state or local income tax on the Gross-Up Payment, and (iii) excise tax on the Gross-Up Payment, to be equal to the aggregate remuneration Employee would have received under this Agreement and the Stock Option Agreements, excluding such Gross-Up Payment (net of all federal, state and local excise and income taxes), as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law.
Golden Parachute Gross-Up. (a) In the event it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of the Grantee pursuant to the terms of the Agreement, whether paid or payable or distributed or distributable, including without limitation the lapse or termination of any restriction on or the vesting of an Award or OSOs granted under the Agreement (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Grantee will be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in an amount equal to the Excise Tax plus any penalties or taxes imposed on the Grantee by virtue of such Gross-Up Payment such that, after payment by the Grantee of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Grantee retains the full value of an Award and the OSOs thereunder, with the exception of any regular income taxes owed by the Grantee on account of exercise of OSOs.
Golden Parachute Gross-Up. Anything herein to the contrary notwithstanding, in the event that the excise tax provided by IRC Sections 4999, or any amended or successor provision, applies to any payment to a Unit Holder hereunder, at Dartford's election exercisable by written notice to the Board, the amount of such payment shall be increased sufficiently, but not in excess of 15% thereof, so that the amount distributed to such Unit Holder net of such excise tax is approximately equal to the amount that would have been distributed had no such excise tax been imposed. All calculations made under this Plan shall be made after taking into account any such gross-up payments such that Total Distributions and IRR of the Business are based on the actual amounts received by Investors.
Golden Parachute Gross-Up. If, in the written opinion of a Big 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under Paragraph 4 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section
Golden Parachute Gross-Up. It, in the written opinion of a Big 6 accounting firm engaged by either the Company or the Executive for this purpose (at the Company's expense), or if so alleged by the Internal Revenue Service, the aggregate of the benefit payments under Paragraph 4 would cause the payment of one or more of such benefits to constitute an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code ("Code"), then the Company will pay to the Executive an additional amount in cash (the "Gross-Up Payment") equal to the amount necessary to cause the net amount retained by the Executive, after deduction of any (i) excise tax on the payments under Paraxxxxx 0, (xx) xxxeral, state
Golden Parachute Gross-Up. If Dorman receives any amouxx xx compensation or property under this Agreement or any other agreement and such amount would, but for the provisions hereof, be subject to a tax imposed under section 4999 of the Internal Revenue Code, or any similar section which would impose a tax in excess of ordinary income rates by reason of such payment being made in conjunction with a change in control then:
Golden Parachute Gross-Up. (a) If my aggregate payments and benefits under this Agreement and all other contracts, arrangements, or programs exceed the maximum amount that may be paid to me without triggering golden parachute penalties under Section 280G and related provisions of the Internal Revenue Code, as determined in good faith by the Company's independent auditors, I will receive a gross-up payment. The gross-up amount will be an amount that, after payment by me of all income, payroll, and excise taxes on the gross-up payment, equals the excise taxes I must pay under Internal Revenue Code Section 4999.
Golden Parachute Gross-Up. If, in the written opinion of a Big 6 accounting firm
