Determination of Amount of Payment. In the event that any payments or other benefits received or to be received by the Executive pursuant to this Agreement (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 3(c), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, the Executive shall receive either (x) the full amount of any parachute payment or (y) 2.99 times the Executive’s “base amount” (as such term is defined under the Parachute Rules), whichever of the foregoing amounts (after taking into account any applicable federal, state and local income taxes and the Excise Tax) results in the receipt by the Executive, on an after-tax basis, of the greater payment provided that (a) the acquiring person in the Change of Control, in its sole discretion, does not object thereto and does not impose on Asyst or its stockholders any added cost, price reduction, or other detriment therefrom (economic or otherwise as determined in Asyst’s sole discretion), and (b) the Executive deposits at least three (3) business days prior to consummation of the Change of Control with a party designated by Asyst a cash sum sufficient in the discretion of Asyst to fund all withholding payments that may arise in connection with the Executive’s parachute payments from any source. In the event a reduction provides the greater benefit Asyst shall reduce and cancel, and the Executive hereby waives, the parachute payment to the minimum extent necessary to equal the amount described in (y) above. In no event shall Asyst be required to gross up any payment or benefit to the Executive to avoid the effects of Section 280G of the Code or to pay any regular or excise taxes arising therefrom. Unless Asyst and the Executive otherwise agree in writing, any parachute payment calculation shall be made in writing by independent public accounts agreed to by Asyst and the Executive, whose calculations shall be conclusive and binding upon Asyst and the Executive for all purposes. Asyst and the Executive shall furnish to the accountants such information and documents as the accountants may reasonable request in order to make a parachute payment determination. If the Internal Revenue Service (the “IRS”) determines that a Payment is subject to the Excise Tax, then the following paragraph shall apply. Notwithstanding any reduction described in the immediately preceding paragraph (or in the absence of any such reduction), if t...
Determination of Amount of Payment. The Severance Payment payable to an eligible nurse who meets the conditions set forth in (1) above of this Plan shall be an amount determined in accordance with the nurses' years of seniority on the last day worked prior to the qualifying layoff. A nurse shall be eligible for a gross payment amount in accordance with the following table: 5 but less than 6 $27,500 6 but less than 7 29,500 7 but less than 8 31,500 8 but less than 9 33,500 9 but less than 10 35,500 10 but less than 11 37,500 11 but less than 12 39,500 12 but less than 13 41,500 13 but less than 14 43,500 14 but less than 15 45,500 15 but less than 16 47,500 16 but less than 17 49,500 17 but less than 18 51,500 18 but less than 19 53,500 19 but less than 20 55,500 20 but less than 21 57,500 21 but less than 22 59,500 22 but less than 23 61,500 23 but less than 24 63,500 24 but less than 25 65,500 25 and over 67,500 *Prorated for fractional Years of Seniority calculated to the nearest 1/10th year. The Company shall deduct from the amount of any Severance Payment as computed under this Plan any amount required to be withheld by the Company by reason of any law or regulation. The payments described in Section #2 shall be applied to reduce the amount of any separation, severance payment or similar payment required by Federal or Provincial law.
Determination of Amount of Payment. The Company, at its sole expense, shall cause its independent certified public accountants (the "Accountants") to promptly review all payments, distributions, and benefits that have been made to or provided to, and are to be made to or provided to, Executive under this Agreement and any other agreement and plan, to determine the applicability of Code Section 4999. If the Accountants determine that any such payments, distributions, or benefits are subject to excise tax under Code Section 4999, such payments, distributions, or benefits (the "Original Payment(s)") shall be increased by an amount (the "Gross-up Amount") such that, after the Company withholds all federal, state, and local taxes due, including without limitation all excise, employment, and income taxes imposed on the Gross-up Amount, Executive shall retain a net amount equal to the Original Payment(s) less employment and income taxes, if any, imposed on the Original Payment(s). To facilitate the calculation of the applicable excise tax, Executive shall provide the Accountants with copies of Executive's Forms W-2 for the tax years the Accountants determine appropriate for their use in determining the application of Code Section 4999 and calculating any amounts payable under this Section 3(c). The Accountants shall perform the calculations in conformance with the provisions of this Section 3(c), and shall provide Executive with a copy of their calculations. The Company shall be solely responsible for, and shall pay, all excise tax on the Original Payment(s) and Gross-up Amount, and all federal, state and local employment and income taxes, interest, additions to tax, and penalties imposed on the Gross-up Amount. If no determination by the Accountants is made prior to the time Executive must file a tax return reporting any portion of the Original Payment(s), Executive shall receive a Gross-up Amount calculated on the basis of the Original Payment(s) Executive reports on his tax return. In this case, the Company shall pay the Gross-up Amount within thirty (30) days prior to the filing of the tax return. If any tax authority finally determines that a greater excise tax is to be imposed on the Original Payment(s) than is determined by the Accountants or reported on Executive's tax returns, Executive shall receive the full Gross-up Amount calculated on the additional amount of excise tax, interest, additions to tax, and penalties determined to be payable by such tax authority. The Company shall pay the ...
Determination of Amount of Payment. In the event that any rights, compensation, payments or benefits received or to be received by Executive pursuant to this Agreement (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments shall be reduced to the maximum amount that would result in no portion of the payments being subject to Excise Tax, but only if and to the extent that such a reduction would result in Executive’s receipt of Payments that are greater than the net amount that he would receive hereunder (after application of the Excise Tax) if no reduction were made.
Determination of Amount of Payment. (i) for purposes any payments contemplated under Section 3(b)(i) through (iii), above, such payments shall be calculated on the basis of the Executive’s Annual Base Salary in-effect immediately before the Date of Termination, but unadjusted for any reduction then in-effect for Executive (whether with respect to Executive only or with respect to an across-the-board reduction similarly and proportionately affecting all senior executives of Asyst); and
(ii) notwithstanding the foregoing subsection 5(b)(i), in the event that any rights, compensation, payments or benefits received or to be received by Executive pursuant to this Agreement (“Payments”) would (x) constitute a “parachute payment” within the meaning of Section 280G of the Code and (y) but for subsection 5(a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments shall be reduced to the maximum amount that would result in no portion of the payments being subject to Excise Tax, but only if and to the extent that such a reduction would result in Executive’s receipt of Payments that are greater than the net amount that he would receive hereunder (after application of the Excise Tax) if no reduction were made.
Determination of Amount of Payment. If Millennium Cell's independent auditors determine that the amount due Tang under this Agreement or otherwise will exceed the amount permissible under Section 280G of the Internal Revenue Code or any successor provision as in effect at the time (the "Code") (the "280G Limit") without imposition of the excise tax imposed by Section 4999 of the Code, they shall then determine (i) the after-tax amount and (ii) the 280G Limit. Millennium Cell shall pay the greater of these two amounts to Tang in lieu of the amount due Tang under Section 10(g). No reduction in the amount due Tang shall occur unless he will receive a greater after-tax benefit by reason of the reduced payment. The intent of this payment is to put Tang in the same after-tax position as if the excise tax was not imposed. If Millennium Cell's independent auditor's determination of the excise tax turns out to be inconsistent with that of the Internal Revenue Service or any other relevant authority, then Tang shall notify Millennium Cell of the discrepancy. Millennium Cell shall defend its position and increase the payment to the extent that the Internal Revenue Service prevails in its position, and it shall also reimburse Tang for any interest and penalties associated with the auditor's computations.
Determination of Amount of Payment. In the event that any rights, compensation, payments or benefits received or to be received by Sxxxxxxx pursuant to this Agreement (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments shall be reduced to the maximum amount that would result in no portion of the payments being subject to Excise Tax, but only if and to the extent that such a reduction would result in Sxxxxxxx’x receipt of Payments that are greater than the net amount that he would receive hereunder (after application of the Excise Tax) if no reduction were made.
Determination of Amount of Payment. Payouts in settlement of this Award will be interpolated between Threshold and Target if the level of the performance attained for the Performance Goal(s) for the Performance Period falls between the Threshold and Target levels specified in the table set forth in Exhibit A to this Agreement, and the payout will be rounded up to the nearest whole number of Shares. Payouts will be interpolated between Target and Stretch if the level of the performance attained for the Performance Goals for the Performance Period falls between the Target and Stretch levels specified in the table set forth in Exhibit A to this Agreement, and the payout will be rounded up to the nearest whole number of Shares. Payouts will be interpolated between Stretch and Maximum if the level of the performance attained for the Performance Goals for the Performance Period falls between the Stretch and Maximum levels specified in the table set forth in Exhibit A to this Agreement, and the payout will be rounded up to the nearest whole number of Shares.
