Gross-Up of Parachute Payments. (a) To provide Employee with adequate protection in connection with Employee’s ongoing employment with the Company, this Agreement or other incentive plans of the Company provide Employee with various benefits in the event of termination of Employee’s employment with the Company during the Protected Period. If Employee’s employment is terminated or not renewed pursuant to Section 10 during a Protected Period or otherwise in connection with a “change of control” of the Company, within the meaning of Section 2806 of the Internal Revenue Code of 1986, as amended (the “Code”), a portion of those benefits could be characterized as “excess parachute payments” within the meaning of Section 2806 of the Code. The parties hereto acknowledge that the protections set forth in this Section 8 are important, and it is agreed that Employee should not have to bear the full burden of the excise tax that might be levied under Section 4999 of the Code or any similar provision of state or federal law, in the event that any portion of the benefits payable to Employee pursuant to this Agreement or the other incentive plans of the Company are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 8.
Gross-Up of Parachute Payments. 5.1. To provide the Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides the Employee with various benefits in the event of termination of the Employee's employment with the Company during the Protected Period. If the Employee's employment is terminated following a "change in control" of the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), a portion of those benefits could be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 5 are important, and it is agreed that the Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code, in the event that a portion of the benefits payable to the Employee pursuant to this Agreement are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 5.
Gross-Up of Parachute Payments. Subject to Employee's ongoing employment under terms of this Agreement and in conjunction with all other incentive plans of the Company, the Employee shall be at all times provided adequate protection in connection with various benefits in the event of termination of Employee's employment with the Company pursuant to Sections 20, 21 or 22, or during the Protected Period. If Employee's employment is terminated without cause during a Protected Period or otherwise in connection with a "Change of Control" of the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or otherwise under the terms of Sections 20, 21 or 22, then a portion of those benefits could be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 12 are important, and it is agreed that Employee should not have to bear the burden of the excise tax that might be levied under Section 4999 of the Code or any similar provision of state or federal law, in the event that any portion of the benefits payable to Employee pursuant to this Agreement or the other incentive plans of the Company are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 12 Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution (including income recognized by Employee upon the early vesting of restricted property or upon the exercise of options whose exercise date has been accelerated) by the Company or any other person to, or for the benefit of Employee (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 12) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any similar provision of state or federal law or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay an additional payment (a “Gross-Up Payment”), in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (an...
Gross-Up of Parachute Payments. If, during the Term, any payment, including without limitation any imputed income, made or benefit provided to or on behalf of Employee, including any accelerated vesting or any deferred compensation or other award, in connection with a "change in control" of the Company, whether or not made or provided pursuant to this Agreement, results in Employee being subject to the excise tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended (or any successor or similar provision), the Company shall pay Employee an additional amount of cash (the "Additional Amount") such that the net amount of all payments and benefits received by Employee after paying all applicable taxes thereon, including on such Additional Amount, shall be equal to the net after-tax amount of payments and benefits that Employee would have received if section 4999 were not applicable.
Gross-Up of Parachute Payments. (a) To provide Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides Employee with various benefits in the event of termination of Employee's employment with the Company during the Protected Period. If Employee's employment is terminated following a "change of control" of GroupMAC or the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), a portion of those benefits could be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 8 are important, and it is agreed that Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code or any similar provision of state or federal law, in the event that any portion of the benefits payable to Employee pursuant to this Agreement are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 8.
Gross-Up of Parachute Payments. (a) To provide Employee with adequate protection in connection with Employee's ongoing employment with the Company, this Agreement or other incentive plans of the company provide Employee with various benefits in the event of termination of Employee's employment with the Company. If Employee's employment is terminated within the meaning of Section 2806 of the Internal Revenue Code of 1986, as amended (the "Code"), a portion of those benefits could be characterized as "excess parachute payments" within the meaning of Section 2806 of the Code. The parties hereto acknowledge that the protections set forth in this Section 7 are important, and it is agreed that Employee should not have to bear the burden of any excise tax that might be levied under Section 4999 of the Code or any similar provision of state or federal law, in the event that any portion of the benefits payable to Employee pursuant to this Agreement or other incentive plans of the Company are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 7. Employee and Company agree to use their best efforts to structure any payments to Employee so that they minimize or eliminate "excess parachute payments" as defined in Section 2806 of the Code.
Gross-Up of Parachute Payments. (a) To provide Employee with adequate protection in connection with Employee’s ongoing employment with the Company, this Agreement or other incentive plans of the Company provide Employee with various benefits in the event of termination of Employee’s employment with the Company pursuant to Section 4, or during the Protected Period. If Employee’s employment is terminated in connection with a “change of control” of the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then a portion of those benefits could be characterized as “excess parachute payments” within the meaning of Section 280G of the Code. The parties hereto acknowledge that the protections set forth in this Section 11 are important, and it is agreed that Employee should not have to bear the burden of the excise tax that might be levied under Section 4999 of the Code or any similar provision of state or federal law, in the event that any portion of the benefits payable to Employee pursuant to this Agreement or the other incentive plans of the Company are treated as an excess parachute payment. The parties, therefore, have agreed as set forth in this Section 11.
Gross-Up of Parachute Payments. (a) To provide Employee with adequate protection in connection with Employee's ongoing employment with the Company, this Agreement or other incentive plans of the Company provide Employee with various benefits in the event of termination of Employee's employment with the Company during the Protected Period. If Employee's employment is terminated or not renewed pursuant to Section 10 during a Protected Period or otherwise in
Gross-Up of Parachute Payments. If any payment, including without limitation any imputed income, made or benefit provided to or on behalf of Employee in connection with a "change in control" of the Company, as defined in Section 280G of the Code, whether or not made or provided pursuant to this Agreement, results in Employee being subject to the excise tax imposed by Section 4999 of the Code, the Company shall pay Employee an additional amount of cash (the "Additional Amount") such that the net amount of all payments and benefits received by Employee after paying all applicable taxes thereon and on such Additional Amount shall be equal to the net after-tax amount of payments and benefits that Employee would have received had Section 4999 not been applicable.
Gross-Up of Parachute Payments. If EMPLOYEE's employment is terminated following a "change in control" of COMPANY, within the meaning of Section 28OG of the Internal Revenue Code of 1986, as amended (the "Code"), and it shall be determined that any payment or distribution by COMPANY or any other person to or for the benefit of EMPLOYEE (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by EMPLOYEE with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then COMPANY shall pay an additional payment (a "Gross-Up Payment") in an amount such that after payment by EMPLOYEE of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income or other taxes (and any interest and penalties imposed with respect thereto) 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 Payments.
