Section 4999 Determination definition

Section 4999 Determination shall have the meaning set forth in Paragraph 6(g)(ii) hereof.
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Section 4999 Determination shall have the meaning set forth in Paragraph 6(g)(ii) hereof. (aa) “Target Bonus” shall have the meaning set forth in Paragraph 5(b) hereof. (bb) “Term” shall have the meaning set forth in Paragraph 2(a) hereof. (cc) “Termination of Employment” or “Termination of Employment of Executive” means the separation from service of the Executive, as defined in the regulations under Section 409A of the Code, with and from Arrow and its Affiliates. Generally, for purposes of Section 409A, a separation from service means a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period, disregarding leaves of absence of up to six months where there is a reasonable expectation the Executive will return. (dd) “Termination of Employment of Executive as a Retired Early Employee” means a Termination of Employment of Executive pursuant to Paragraph 6(a) hereof, that is, either a Termination of Employment of Executive without Cause or a Termination of Employment of Executive for Good Reason, in either case, following a Change in Control and otherwise meeting the requirements of Paragraph 6(a) hereof. (ee) “Termination of Employment of Executive for Cause” shall mean a termination of the Employment of Executive by Arrow or the Banks pursuant to Paragraph 7(a) for any one or more of the following “Causes:” (i) any willful misconduct by the Executive which is materially injurious to Arrow or the Banks or their Affiliates, monetarily or otherwise; (ii) any willful failure by the Executive to follow the reasonable directions of the Arrow Board or the Bank Boards or the Chief Executive Officer of Arrow or of GFNB; (iii) any failure by the Executive substantially to perform any reasonable directions of the Arrow Board or the Bank Boards or the Chief Executive Officer of Arrow or of GFNB (other than failure resulting from disability or death), within thirty (30) days after delivery to the Executive by the respective Board or the Chief Executive Officer of Arrow or GFNB of a written demand for substantial performance, which written demand shall specifically identify the manner in which the
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Section 4999 Determination and “Section 4999 Dispute” shall have the respective meanings set forth in Section 6.10 of this Plan.
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Examples of Section 4999 Determination in a sentence

  • Such accounting firm or attorney shall provide its Section 4999 Determination, together with detailed supporting calculations and documentation to the Company and the Executive not later than thirty (30) days after the effective date of the Termination of Employment of Executive as a Retired Early Employee.

  • If there is no Section 4999 Dispute, the Section 4999 Determination by the Advisor shall be final, binding and conclusive upon the Company and the Participant, subject to Section 9.5 of this Plan.

  • Unless otherwise determined by the Committee in its discretion, the Company shall reduce or eliminate the benefits payable under this Plan by first reducing or eliminating those benefits beginning with benefits which are to be paid the farthest in time from the Section 4999 Determination (as defined below).

  • Within ten (10) calendar days of delivery of the Section 4999 Determination to the Participant, the Participant shall have the right to dispute the Section 4999 Determination (the “Section 4999 Dispute”).

  • The existence of any Section 4999 Dispute shall not in any way affect the Participant’s right to receive the benefits under this Plan in accordance with the Section 4999 Determination.

  • All determinations required to be made under this section (each, a "Section 4999 Determination") shall be made by the Committee.

  • The existence of any Section 4999 Dispute shall not in any way affect the Participant's right to receive the benefits under this Plan in accordance with the Section 4999 Determination.

  • Within ten (10) calendar days of delivery of the Section 4999 Determination to the Participant, the Participant shall have the right to dispute the Section 4999 Determination (the "Section 4999 Dispute").


More Definitions of Section 4999 Determination

Section 4999 Determination shall have the meaning set forth in Paragraph 6(g)(ii) hereof. (aa) "Target Bonus" shall have the meaning set forth in Paragraph S(b) hereof. (bb) "Term" shall have the meaning set forth in Paragraph 2(a) hereof. (cc) "Termination of Employment" or "Termination of Employment of Executive" means the separation from service of the Executive, as defined in the regulations under Section 409A of the Code, with and from Arrow and its Affiliates. Generally, for purposes of Section 409A, a separation from service means a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period, disregarding leaves of absence of up to six months where there is a reasonable expectation the Executive will return. 16
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Section 4999 Determination shall have the meaning set forth in Paragraph 6(g)(ii) hereof. (y) “Target Bonus” shall have the meaning set forth in Paragraph 5(b) hereof. (z) “Term” shall have the meaning set forth in Paragraph 2(a) hereof. (aa) “Termination of Employment” or “Termination of Employment of Executive” means the separation from service of the Executive, as defined in the regulations under Section
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Section 4999 Determination shall have the meaning set forth in Paragraph 6(g)(ii) hereof. (aa) “Target Bonus” shall have the meaning set forth in Paragraph 5(b) hereof. (bb) “Term” shall have the meaning set forth in Paragraph 2(a) hereof. (cc) “Termination of Employment” or “Termination of Employment of Executive” means the separation from service of the Executive, as defined in the regulations under Section 409A of the Code, with and from Arrow and its Affiliates. Generally, for purposes of Section 409A, a separation from service means a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period, disregarding leaves of absence of up to six months where there is a reasonable expectation the Executive will return. (dd) “Termination of Employment of Executive as a Retired Early Employee” means a Termination of Employment of Executive pursuant to Paragraph 6(a) hereof, that is, either a Termination of Employment of Executive without Cause or a Termination of Employment of Executive for Good Reason, in either case, following a Change in Control and otherwise meeting the requirements of Paragraph 6(a) hereof. (ee) “Termination of Employment of Executive for Cause” shall mean a termination of the Employment of Executive by Arrow and/or the Bank pursuant to Paragraph 7(a) for any one or more of the following “Causes:” (i) any willful misconduct by the Executive which is materially injurious to Arrow or the Bank or their Affiliates, monetarily or otherwise;
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Related to Section 4999 Determination

  • Excise Tax means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

  • Adverse Benefit Determination means any of the following:

  • Initial determination means the first child custody determination concerning a particular child.

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Final Determination means the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

  • TIA Applicability Determination As defined in Section 12.12.

  • Parachute Payment Ratio means a fraction the numerator of which is the value of the applicable “parachute payment” for purposes of Section 280G of the Code and the denominator of which is the actual present value of such payment.

  • Excise Taxes see Section 5.1.

  • Final Determination Date means the following:

  • Section 280G means Section 280G of the Code and the Treasury regulations promulgated thereunder or any similar or successor provision.

  • SOFR Determination Date has the meaning specified in the definition of “Daily Simple SOFR”.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Parachute Payment means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

  • Expert Determination the process described in Paragraph 6 of Schedule 8.3 (Dispute Resolution Procedure);

  • parachute payments shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 6 and 7 of this Agreement have substantial value to the Company and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the Parties intend that an amount equal to not less than the Executive’s highest annual base salary during the 12-month period immediately prior to the Executive’s termination of employment shall be in consideration of the covenants in Sections 6 and 7 below. The Consulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.

  • Adverse determination shall have the meaning set forth in Section 19.7.

  • SOFR Determination Time means 3:00 p.m. (New York time) on the U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website.

  • Excess Parachute Payment means a payment described in Section 280G(b)(1) of the Code.

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.