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 additional Gross-up Amount within thirty (30) days of this determination. If any tax authority finally determines that the excise tax is less than the amount taken into account hereunder in calculating the Gross-up Amount, Executive shall repay to the Company, within thirty (30) days of this determination, the portion of the Gross-up Amount attributable to the reduction in excise tax, plus that portion of the Gross-up Amount attributable to the excise tax and federal, state, and local employment and income taxes imposed on the Gross-up Amount being repaid. If any tax authority finally determines that the excise tax is more than the amount taken into account hereunder and calculating the Gross up amount, the Company (or its successors in interest) shall pay Executive an additional Gross up Amount to take into account the additional excise tax.
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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 additional Gross-up Amount within thirty (30) days of this determination. If any tax authority finally determines that the excise tax is less than the amount taken into account hereunder in calculating the Gross-up Amount, Executive shall repay to the Company, within thirty (30) days of this determination, the portion of the Gross-up Amount attributable to the reduction in excise tax, plus that portion of the Gross-up Amount attributable to the excise tax and federal, state, and local employment and income taxes imposed on the Gross-up Amount being repaid. If any tax authority finally determines that the excise tax is more than the amount taken into account hereunder and calculating the Gross up amount, the Company (or its successors in interest) shall pay Executive an additional Gross up Amount to take into account the additional excise tax.
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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, distributions and benefits that have been made to or provided to, and are to be made to or provided to, the 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, distributions or benefits are subject to excise tax under Code Section 4999, such payments, distributions, 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, state and local taxes due, including without limitation all excise, employment, employment and income taxes imposed on the Gross-up Amount, the 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, the Executive shall provide the Accountants with copies of the Executive's ’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 the 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 the Executive must file a tax return reporting any portion of the Original Payment(s), the Executive shall receive a Gross-up Amount calculated on the basis of the Original Payment(s) the 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 the Executive's ’s tax returns, the 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 additional Gross-up Amount within thirty (30) days of this determination. If any tax authority finally determines that the excise tax is less than the amount taken into account hereunder in calculating the Gross-up Amount, the Executive shall repay to the Company, within thirty (30) days of this determination, the portion of the Gross-up Amount attributable to the reduction in excise tax, plus that portion of the Gross-up Amount attributable to the excise tax and federal, state, state and local employment and income taxes imposed on the Gross-up Amount being repaid. If any tax authority finally determines that the excise tax is more than the amount taken into account hereunder and in calculating the Gross up amount, the Company (or its successors in interest) shall pay the Executive an additional Gross up Amount to take into account the additional excise tax.
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Determination of Amount of Payment. The CompanyIn the event that any payments or other benefits received or to be received by the Officer pursuant to this Agreement (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, at its sole expense, shall cause its independent certified public accountants as amended (the "Accountants") to promptly review all payments, distributions“Code”), 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)"ii) 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 but 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 additional Gross-up Amount within thirty (30) days of this determination. If any tax authority finally determines that the excise tax is less than the amount taken into account hereunder in calculating the Gross-up Amount, Executive shall repay to the Company, within thirty (30) days of this determination, the portion of the Gross-up Amount attributable to the reduction in excise tax, plus that portion of the Gross-up Amount attributable subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, in accordance with this Section 3(c), such Payments shall be reduced to the maximum amount that would result in no portion of the payments being subject to the Excise Tax, but only if and federalto the extent that such a reduction would result in the Officer’s receipt of Payments that are greater than the net amount that the Officer would receive hereunder (after application of the Excise Tax) if no reduction were made. The amount of required reduction, stateif any, shall be the smallest amount so that the Officer’s net proceeds with respect to the Payments (after taking into account payment of any Excise Tax) shall be maximized, as determined by the Officer. The Officer’s determination of any required reduction pursuant to this Section 3(c) shall be conclusive and local employment and income taxes binding upon NetLogic. NetLogic shall reduce Payments in accordance with this Section 3(c) only upon written notice from the Officer indicating the amount of such reduction, if any. 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 the IRS determines that the Officer is liable for the Excise Tax as a result of the receipt of Payments, then the Officer shall be obligated to pay back to NetLogic, within 30 days after final IRS determination, an amount of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to NetLogic so that the Officer’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on the Gross-up Amount being repaidPayments. If any tax authority finally determines that the excise tax Excise Tax is more than the amount taken into account hereunder and calculating the Gross up amountnot eliminated pursuant to this paragraph, the Company (or its successors in interest) Officer shall be responsible for and pay Executive an additional Gross up Amount to take into account the additional excise taxExcise Tax.
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