Additional Payment. 10.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company pursuant to Section 6.5 hereof to or for the benefit of the Executive (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive 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"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company will attempt to minimize any Excise Tax, including accelerating payments to the Executive if possible, however if the Payment results in an Excise Tax and reducing the Payment by up to 10% eliminates the Excise Tax then the Executive agrees to reduce the Payment (by up to 10%) until it does not trigger an Excise Tax. If any Excise Tax would still exist after the aforementioned reduction in the Payment then there shall be no reduction in the Payment.
10.2 Subject to the provisions of Section 10.3, all determinations required to be made under this Section 10, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by Ernst & Young LLP or another mutually agreeable nationally recognized accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within fifteen business days of the Date of Termination, if applicable, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 10.2, shall be paid to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a n...
Additional Payment. In addition to any Spousal Support, in the event of Divorce: (check one) ☐ - There shall be No Additional Payment made by either Spouse to the other than those listed in this Agreement. ☐ - There shall be an Additional One (1) Time payment in the amount of $________________ made by the ☐ Husband ☐ Wife to the ☐ Husband ☐ Wife (“Additional Payment”). The Additional Payment shall be made within thirty (30) days after a divorce judgment, decree, or similar document that certifies the Divorce. ☐ - Other. _______________________________________________________.
Additional Payment. (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection (b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision), then 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 and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall 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 to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.
(b) If legislation is enacted that would require the Company's shareholders to approve this Agreement, prior to a Change in Control, due solely to the provision contained in subsection (a) of this Section 23, then
(i) from and after such time as shareholder approval would be required, until shareholder approval is obtained as required by such legislation, subsection (a) shall be of no force and effect;
(ii) if the Company seeks shareholder approval of any other agreement providing similar benefits to any other executive of the Company, then the Company shall seek shareholder approval of this Agreement at the same shareholders' meeting or meetings at which the shareholders consider any such other agreement; and
Additional Payment. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal to the excess, if any, of the highest per share price offered (valued in U.S. currency) by the successful Acquiror for ConAgra common stock (which stock will then be treated for purposes of this Agreement as converted into equivalent shares of such Acquiror's or the surviving company's capital stock as of the date of the Change of Control of ConAgra) over the closing per share price of such Acquiror's or the surviving company's ("Acquiror") stock quoted on an established securities market (or if applicable, the closing bid price for the Acquiror's stock that is quoted on a secondary market or substantial equivalent thereof) on the date of termination (or if the date of termination is not a business day, on the next preceding business day), multiplied by the highest number of shares of the Acquiror's capital stock owned by the Employee at any time during the period beginning on the date of the Change of Control of ConAgra and ending on the date of termination. For purposes of this Section 3(c), the additional amount due hereunder shall be computed as if Employee owned all of the Acquiror's stock with respect to which Employee has an option to purchase in connection with his employment with the Acquiror, ConAgra or any of their subsidiaries. Said amount shall be paid to Employee within ten days after termination. In addition, if Employee sells any of the Acquiror's stock within one year following said termination, Employee shall receive the amount by which the closing price of such stock per share on the date of termination (determined as aforesaid) exceeds the per share actual net sales price of the Acquiror's stock on the date of sale realized by Employee, multiplied by the number of shares sold by Employee. Said amount shall be paid in immediately available funds to Employee within ten days after the sale. In addition, to the extent any of ConAgra's common stock remains outstanding after a Change of Control, then Employee shall receive additional amounts computed and payable in a manner similar to that provided in this Section 3(c) for Acquiror's stock owned, or subject to an option held, by Employee. These provisions shall be appropriately modified or adjusted to take into account the fact that the computations pursuant to the preceding sentence are with respect to ConAgra common stock and related options rather than the Acquiror's capital stock and options related thereto. ...
Additional Payment. The parties agree that every principal who is a member of PPTA or NZEI Te Riu Roa as at 28 August 2019 and is covered by the Area School Principals’ Collective Agreement 2019–2022 on the date it commences (6 September 2019) is entitled to receive a one-off gross payment of $500. For the avoidance of doubt: • A principal who is a member of PPTA or NZEI Te Riu Roa as at 28 August 2019 and who on 6 September 2019 is covered by the ASPCA and is on approved unpaid leave under Part 5 of the ASPCA is entitled, upon application on their return, to receive the one-off gross payment of $500 on the return to their position providing that they return on or before 28 January 2020. • A principal who is a member of PPTA or NZEI Te Riu Roa as at 28 August 2019 and who on 6 September 2019 is covered by the ASPCA and is on approved paid leave from their position as principal on 6 September 2019 will be automatically entitled to this payment, without a requirement to apply for it. A Principal who is a member of PPTA or NZEI Te Riu Roa as at 28 August 2019 and who on 6 September 2019 is covered by the ASPCA and is on approved parental leave is entitled, upon application on their return, to receive the one-off gross payment of $500 on the return to their position providing that they return on or before 6 September 2020. A principal may not receive more than $500 gross in total. A principal is not entitled to the payment if they were entitled to and received any amount up to $1,500 of the lump sum payable under any of the three collective agreements between the Secretary and NZEI Te Riu Roa and/or PPTA that cover teachers, the collective agreement between the Secretary and NZEI Te Riu Roa which covers Kindergarten Teachers, the Primary Principals’ Collective Agreement between the Secretary and NZEI Te Riu Roa or the Secondary Principals’ Collective Agreement between the Secretary and PPTA and SPANZ Union.
Additional Payment. The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination, an amount equal to three (3) times the sum of (x) the Executive’s Annual Base Salary and (y) an amount equal to the highest amount of Bonus received by Executive for any fiscal year in the last three (3) fiscal years.
Additional Payment. The Company shall pay additional compensation as described in this Section 6(b)(1) (the “Additional Payment”). Subject to Section 6(c), the Company shall make the Additional Payment to Executive in a cash lump sum, net of applicable withholdings.
Additional Payment. The Company shall pay to Executive as additional compensation (the “Additional Payment”), an amount equal to fifty percent (50%) (in the event of a Regular Severance Payment Event), or one hundred percent (100%) (in the event of a CIC Severance Payment Event), the aggregate sum of the following compensation items:
(A) Executive’s Base Salary as in effect as of the Termination Date; plus
(B) an amount equal to the greater of (i) the average of Executive’s Annual Bonus (or other cash incentive bonus) paid or payable to Executive by the Company for the two calendar years immediately preceding the calendar year in which the Termination Date occurs or (ii) Executive’s Annual Bonus for the full calendar year in which the Termination Date occurs; provided, however, in the event that the Termination Date occurs before the end of the calendar year, Executive shall be entitled to a prorata portion of the greater of clause (i) or (ii) above (based on the number of days in which he was employed during that year divided by 365). Regardless of whether attributable to a Regular Severance Payment Event or a CIC Severance Payment Event, and subject to Section 4.1(b)(iii) in the event of an Anticipatory Termination, the Company shall make the Additional Payment to Executive over a one-year period in twenty-four, substantially equal bi-monthly payments that begin within twenty (20) days following the Termination Date. The payment of any Additional Payment shall be made in accordance with, and subject to, the Release requirements of Section 4.3 and the Company's standard payroll procedures. The Company shall delay payments pursuant to Section 6.1 to the extent required to comply with the requirements of Code Section 409A. If Executive is a “specified employee” within the meaning of Code Section 409A, then payment of the Additional Payments otherwise payable during the first six (6) months following the Termination Date shall be deferred for six (6) months following the Termination Date (in accordance with Section 6.1) and such aggregate amount shall be paid within ten (10) days following the expiration of such 6-month period. Thereafter, the installment payments shall be made to Executive in accordance with the bi-monthly schedule set out above. In the event of Executive’s death prior to the payment of all installments of the (1) Additional Payment as provided above, or (2) the Remaining Additional Payment Amount as provided in Section 4.1(b)(iii), the remaining installment p...
Additional Payment. Notwithstanding any other provision of this Agreement, in the event the federal, state or local tax of any Obligor is permanently reduced as a result of a transaction which (i) has no impact on income for financial accounting purposes, and (ii) results in a permanent increase in any such tax for another Obligor, the Obligor whose taxes are reduced shall, within sixty (60) days of a determination that this provision is applicable, pay the amount by which its taxes were reduced to the party whose taxes are increased as a result of the transaction.
