Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s expense, by Gxxxx Xxxxxxxx LLP or another nationally recognized public accounting firm selected by Employee (in either case, the “Accountants”). If the Excise Tax amount payable by Employee, based upon a “Determination,” is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv). For purposes of determining the Gross Up Payment amount prior to any Determination of the Excise Tax amount, the following assumptions shall be utilized: (1) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I), (II), (III) and Section 10(b)(i)(2)(IV), and the Gross Up Payment, shall be treated as Parachute Payments; (2) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I), (II) or (III) or Section 11(c) shall be treated as a Parachute Payment; (3) the amount payable to Employee pursuant to Section 10(l) shall be (I) deemed to be equal to 15% of the amount determined under Section 10(b)(i)(1)(I); (II) deemed to have been paid immediately following the Change In Control; (III) deemed to include the additional amount payable under Section 10(l), if any, for additional taxes payable by Employee as a result ofxthe receipt of the payment described in Section 10(l); and (IV) treated 100% as a Parachute Payment; (4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement; (5) the “ascertainable fair market value” (as set forth in Prop. Treas. Reg. Section 1.280G-1, Q&A 13) of the Options, the vesting of which was accelerated by the Change In Control as provided in the Option Plan and as further provided in Section 10(j), shall be equal to the product of (I) and(II) as set forth below: (I) the number of shares covered by such Options; and (II) the difference between: a. the fair market value per share of the underlying common stock as of the date of the Change In Control; and b. the exercise price per share of stock subject to such Options; and (6) for purposes of applying the rules set forth in Prop. Treas.
Appears in 1 contract
Samples: Employment Agreement (Rocky Mountain Chocolate Factory Inc)
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s 's expense, by Gxxxx Granx Xxxxxxxx LLP XXX or another nationally recognized public accounting firm selected by Employee (in either case, the “"Accountants”"). If the Excise Tax amount payable by Employee, based upon a “"Determination,” " is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv). For purposes of determining the Gross Up Payment amount prior to any Determination of the Excise Tax amount, the following assumptions shall be utilized:
(1) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I), (II), (III) and Section 10(b)(i)(2)(IV), and the Gross Up Payment, shall be treated as Parachute Payments;
(2) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I), (II) or (III) or Section 11(c) shall be treated as a Parachute Payment;
(3) the amount payable to Employee pursuant to Section 10(l) shall be
(I) deemed to be equal to 15% of the amount determined under Section 10(b)(i)(1)(I);
(II) deemed to have been paid immediately following the Change In Control;
(III) deemed to include the additional amount payable under Section 10(l), if any, for additional taxes payable by Employee as a result ofxthe of the receipt of the payment described in Section 10(l); and
(IV) treated 100% as a Parachute Payment;
(4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;
(5) the “"ascertainable fair market value” " (as set forth in Prop. Treas. Reg. Section 1.280G-1, Q&A 13) of the Options, the vesting of which was accelerated by the Change In Control as provided in the Option Plan and as further provided in Section 10(j), shall be equal to the product of (I) and(II) as set forth below:
(I) the number of shares covered by such Options; and
(II) the difference between:
a. the fair market value per share of the underlying common stock as of the date of the Change In Control; and
b. the exercise price per share of stock subject to such Options; and
(6) for purposes of applying the rules set forth in Prop. Treas.
Appears in 1 contract
Samples: Employment Agreement (Rocky Mountain Chocolate Factory Inc)
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s 's expense, by Gxxxx Xxxxxxxx Ernst & Young LLP or another nationally recognized public accounting firm selected by Employee (in either case, the “"Accountants”"). If the Excise Tax amount payable by Employee, based upon a “"Determination,” " is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv). For purposes of determining the Gross Up Payment amount prior to any Determination of the Excise Tax amount, the following assumptions shall be utilized:
: (1) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I10(b)(i)(1), (II2), (III3) and Section 10(b)(i)(2)(IV(7), and the Gross Up Payment, shall be treated as Parachute Payments;
; (2) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I10(b)(i)(4), (II5) or (III6) or Section 11(c) shall be treated as a Parachute Payment;
; (3) the amount payable to Employee pursuant to Section 10(l10(k) shall be:
(I) deemed to be equal to 15% of the amount determined under Section 10(b)(i)(1)(I10(b)(i)(1);
; (II) deemed to have been paid immediately following the Change In Control;
; (III) deemed to include the additional amount payable under Section 10(l10(k), if any, for additional taxes payable by Employee as a result ofxthe of the receipt of the payment described in Section 10(l10(k); and
and (IV) treated 100% as a Parachute Payment;
; (4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;
(5) the “"ascertainable fair market value” " (as set forth in Prop. Treas. Reg. Section 1.280G-1, Q&A 13) of the Options, the vesting of which was accelerated by the Change In Control as provided in the Option Plan and as further provided in Section 10(j), shall be equal to the product of (I) and(II) as set forth below:
(I) the number of shares covered by such Options; and
(II) the difference between:
a. the fair market value per share of the underlying common stock as of the date of the Change In Control; and
b. the exercise price per share of stock subject to such Options; and
(6) for purposes of applying the rules set forth in Prop. Treas.
Appears in 1 contract
Samples: Employment Agreement (Compusa Inc)
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s expense, made by Gxxxx Xxxxxxxx LLP Axxxxx Axxxxxxx or another nationally recognized public accounting firm selected by Employee (in either case, Executive and reasonably acceptable to the “Accountants”)Corporation. If the Excise Tax amount payable by EmployeeExecutive, based upon a “Determination,” is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv)made. For purposes of determining the Gross Up Payment amount prior to any Determination such determination of the Excise Tax amount, the following assumptions shall be utilized:
(1i) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I), (II), (III) and Section 10(b)(i)(2)(IV)12, and the Gross Up Payment, shall be treated as Parachute Payments“parachute payments” pursuant to Code Section 280G without regard to whether a change in control satisfies the requirements of Section 28OG(b)(2)(A)(i) of the Code;
(2ii) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I)Section 11, (II) or (III) or Section 11(c) shall be treated as a Parachute Paymentparachute payment;
(3iii) the amount payable to Employee Executive pursuant to Section 10(l) 12 shall be:
(IA) deemed to be equal to 15150% of the amount determined under Section 10(b)(i)(1)(I)highest annual base compensation at any time during the Executive’s employment with the Corporation;
(IIB) deemed to have been paid immediately following the Change In Controlchange in control;
(IIIC) deemed to include the additional amount payable under Section 10(l)14, if any, for additional taxes payable by Employee Executive as a result ofxthe of the receipt of the payment described in Section 10(l)12; and
(IVD) treated 100% as a Parachute Paymentparachute payment;
(4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;
(5iv) the “ascertainable fair market value” (as set forth in Prop. Treas. Reg. Section 1.280G-1§1.28OG-1, Q&A 13) of the Options, the vesting of which was accelerated by the Change In Control change in control as provided in the Option Plan and as further provided in Section 10(j)Plan, shall be equal to the product of (IA) and(IIand B) as set forth below:
(IA) the number of shares covered by such Options; and
(IIB) the difference between:
a. (a) the fair market value per share of the underlying common stock as of the date of the Change In Controlchange in control; and
b. (b) the exercise price per share of stock subject to such Options; and
(6v) for purposes of applying the rules set forth in Prop. Treas. Reg. §1.28OG-1, Q&A 24(c) to a payment described in Prop. Treas. Reg. §1.28OG-1, Q&A 24(b), the amount reflecting the lapse of the obligation to continue performing services shall be equal to the minimum amount allowed for such payment as set forth in Prop. Treas. Reg. §1.28OG-1, Q&A 24(c)(2) (or if Prop. Treas. Reg. § 1.28OG-1 has been superseded by temporary or final regulations, the minimum amount provided for in any temporary or final regulations that supersede Prop. Treas. Reg. §1.28OG-1 and that are applicable to the Termination Payment, Gross Up Payment, or both).
Appears in 1 contract
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s expense, by Gxxxx Xxxxxxxx LLP or another nationally recognized public accounting firm selected by Employer and reasonably acceptable to Employee (in either case, the “Accountants”). If the Excise Tax amount payable by Employee, based upon a “Determination,” is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv). For purposes of the calculations and determinations under this Section 10(d)(iii), the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. For purposes of determining the Gross Up Payment amount prior to any Determination of the Excise Tax amount, the following assumptions shall be utilized:
(1) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I), ) and (II), (III) and Section 10(b)(i)(2)(IV), and the Gross Up Payment, shall be treated as Parachute Payments;
(2) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I), (II) or (III) or Section 11(c) shall be treated as a Parachute Payment;
(3) the amount payable to Employee pursuant to Section 10(l10(k) shall be
(I) deemed to be equal to 15% of the amount determined under Section 10(b)(i)(1)(I);
(II) deemed to have been paid immediately following the Change In Control;
(III) deemed to include the additional amount payable under Section 10(l10(k), if any, for additional taxes payable by Employee as a result ofxthe of the receipt of the payment described in Section 10(l10(k); and
(IV) treated 100% as a Parachute Payment;
(4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;; and
(5) the “ascertainable fair market value” (as set forth acceleration of vesting, if any, of any Options, Restricted Stock Units, or other equity-based awards shall be determined in Prop. Treas. Reg. a manner consistent with Treasury Regulation Section 1.280G-1, Q&A 13) of the OptionsQ/A-24, the vesting of which was accelerated by the Change In Control as provided in the Option Plan and as further provided in Section 10(j), shall be equal to the product of (I) and(II) as set forth below:
(I) the number of shares covered by such Options; and
(II) the difference between:
a. the fair market value per share of the underlying common stock as of the date of the Change In Control; and
b. the exercise price per share of stock subject to such Options; and
(6) for purposes of applying the rules set forth in Prop. Treasapplicable.
Appears in 1 contract
Samples: Employment Agreement (Rocky Mountain Chocolate Factory, Inc.)
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s expense, by Gxxxx Xxxxx Xxxxxxxx LLP or another nationally recognized public accounting firm selected by Employer and reasonably acceptable to Employee (in either case, the “Accountants”). If the Excise Tax amount payable by Employee, based upon a “Determination,” is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv). For purposes of the calculations and determinations under this Section 10(d)(iii), the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. For purposes of determining the Gross Up Payment amount prior to any Determination of the Excise Tax amount, the following assumptions shall be utilized:
(1) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I), ) and (II), (III) and Section 10(b)(i)(2)(IV), and the Gross Up Payment, shall be treated as Parachute Payments;
(2) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I), (II) or (III) or Section 11(c) shall be treated as a Parachute Payment;
(3) the amount payable to Employee pursuant to Section 10(l10(k) shall be
(I) deemed to be equal to 15% of the amount determined under Section 10(b)(i)(1)(I);
(II) deemed to have been paid immediately following the Change In Control;
(III) deemed to include the additional amount payable under Section 10(l10(k), if any, for additional taxes payable by Employee as a result ofxthe of the receipt of the payment described in Section 10(l10(k); and
(IV) treated 100% as a Parachute Payment;
(4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;; and
(5) the “ascertainable fair market value” (as set forth in Prop. Treas. Reg. Section 1.280G-1acceleration of vesting, Q&A 13) if any, of the any Options, the vesting of which was accelerated by the Change In Control as provided in the Option Plan and as further provided in Section 10(j)Restricted Stock Units, or other equity-based awards shall be equal to the product of (I) and(II) determined in a manner consistent with Treasury Regulation Section 1.280G‑1, Q/A-24, as set forth below:
(I) the number of shares covered by such Options; and
(II) the difference between:
a. the fair market value per share of the underlying common stock as of the date of the Change In Control; and
b. the exercise price per share of stock subject to such Options; and
(6) for purposes of applying the rules set forth in Prop. Treasapplicable.
Appears in 1 contract
Samples: Employment Agreement (Rocky Mountain Chocolate Factory, Inc.)
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s expense, made by Gxxxx Xxxxxxxx LLP or another a nationally recognized public accounting firm selected by Employee the Executive and reasonably acceptable to the Corporation (in either case, the “Accountants”). If the Excise Tax amount payable by Employeethe Executive, based upon a “Determination,” is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv)made. For purposes of determining the initial Gross Up Payment amount prior to any Determination such determination of the actual Excise Tax amount, the following assumptions shall be utilized:
(1i) that portion of the Termination Payment that is attributable to the items described payments provided for in Sections 10(b)(i)(1)(I), (II), (III) and Section 10(b)(i)(2)(IV)12, and the Gross Up Payment, shall be treated as Parachute Payments“parachute payments” pursuant to Section 280G of the Code without regard to whether a change in control satisfies the requirements of Section 280G(b)(2)(A)(i) of the Code;
(2ii) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I)Section 11, (II) or (III) or Section 11(c) shall be treated as a Parachute Paymentparachute payment;
(3iii) the amount payable to Employee the Executive pursuant to Section 10(l) 12 shall be:
(IA) deemed to be equal to 15150% of the amount determined under Section 10(b)(i)(1)(I)highest annual base compensation at any time during the Executive’s employment with the Corporation;
(IIB) deemed to have been paid immediately following the Change In Controlchange in control;
(IIIC) deemed to include the additional amount payable under Section 10(l)13, if any, for additional taxes payable by Employee the Executive as a result ofxthe of the receipt of the payment described in Section 10(l)12; and
(IVD) treated 100% as a Parachute Paymentparachute payment;
(4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;
(5iv) the “ascertainable fair market value” (as set forth in Prop. Treas. Reg. Treasury Regulation Section 1.280G-1, Q&A 13) of the OptionsExecutive’s stock options, the vesting of which was accelerated by the Change In Control change in control as provided in the Option Plan and as further provided for in Section 10(j)12, shall be equal to the product of (IA) and(IIand (B) as set forth below:
(IA) the number of shares covered by such Optionsoptions; and
(IIB) the difference between:
a. (1) the fair market value per share of the underlying common stock as of the date of the Change In Controlchange in control; and
b. (2) the exercise price per share of stock subject to such Options; and
(6v) for purposes of applying the rules set forth in Prop. TreasTreasury Regulation Section 1.280G-1, Q&A 24(c) to a payment described in Treasury Regulation Section 1.280G-1, Q&A 24(b), the amount reflecting the lapse of the obligation to continue performing services shall be equal to the minimum amount allowed for such payment as set forth in Treasury Regulation Section 1.280G-1, Q&A 24(c).
Appears in 1 contract
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s 's expense, by Gxxxx Xxxxxxxx Ernst & Young LLP or another nationally recognized public accounting firm selected by Employee (in either case, the “"Accountants”"). If the Excise Tax amount payable by Employee, based upon a “"Determination,” " is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv). For purposes of determining the Gross Up Payment amount prior to any Determination of the Excise Tax amount, the following assumptions shall be utilized:
(1) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I10(b)(i)(1), (II2), (III3) and Section 10(b)(i)(2)(IV(7), and the Gross Up Payment, shall be treated as Parachute Payments;
(2) no portion of any payment made pursuant to Sections 10(b)(i)(2)(I10(b)(i)(4), (II5) or (III6) or Section 11(c) shall be treated as a Parachute Payment;
(3) the amount payable to Employee pursuant to Section 10(l) shall be
(I) deemed to be equal to 15% of the amount determined under Section 10(b)(i)(1)(I);
(II) deemed to have been paid immediately following the Change In Control;
(III) deemed to include the additional amount payable under Section 10(l), if any, for additional taxes payable by Employee as a result ofxthe receipt of the payment described in Section 10(l); and
(IV) treated 100% as a Parachute Payment;
(4) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(4) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;
(5) the “"ascertainable fair market value” " (as set forth in Prop. Treas. Reg. Section 1.280G-1(S)1.280G-1, Q&A 13) of the Options, the vesting of which was accelerated by the Change In Control as provided in the Option Incentive Plan and as further provided in Section 10(j10(i), shall be equal to the product of (I) and(IIand (II) as set forth below:
(I) the number of shares covered by such Options; and
(II) the difference between:
a. the fair market value per share of the underlying common stock as of the date of the Change In Control; and
b. the exercise price per share of stock subject to such Options; and
(64) for purposes of applying the rules set forth in Prop. Treas. Reg. (S)1.280G-1, Q&A 24(c) to a payment described in Prop. Treas. Reg. (S)1.280G-1, Q&A 24(b), the amount reflecting the lapse of the obligation to continue performing services shall be equal to the minimum amount allowed for such payment as set forth in Prop. Treas. Reg. (S)1.280G-1, Q&A 24(c)(2) (or if Prop. Treas. Reg. (S)1.280G-1 has been superseded by temporary or final regulations, the minimum amount provided for in any temporary or final regulations that supersede Prop. Treas. Reg. (S)1.280G-1 and that are applicable to the Termination Payment, Gross Up Payment, or both).
Appears in 1 contract
Determination of Gross Up Payment Amount. The determination of the Gross Up Payment amount shall be made, at Employer’s expense, by Gxxxx Xxxxxxxx LLP or another a nationally recognized public accounting firm selected by Employer and reasonably acceptable to Employee (in either case, the “Accountants”). If the Excise Tax amount payable by Employee, based upon a “Determination,” is different from the Excise Tax amount computed by the Accountants for purposes of determining the Gross Up Payment amount, then appropriate adjustments to the Gross Up Payment amount shall be made in the manner provided in Section 10(d)(iv10(b)(iv). For purposes of the calculations and determinations under this Section 10(b), the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Without limiting the immediately preceding sentence, for purposes of determining the Gross Up Payment amount prior to any Determination of the Excise Tax amount, the following assumptions shall be utilizedutilized in the event the Accountants determine that one or more of the following payments or benefits, as appliable, are contingent on Section 280G Change In Control and, therefore, should be included as Payments in determining the amount of the Gross Up Payment:
(1A) that portion of the Termination Payment that is attributable to the items described in Sections 10(b)(i)(1)(I), (II), (IIISection 6(b)(i)(B) and the payment described in Section 10(b)(i)(2)(IV), 6(b)(i)(C) and the Gross Up Payment, shall be treated as Parachute Payments;
(2B) no portion of any Accrued Obligations or any payment made pursuant to Sections 10(b)(i)(2)(I), (II) or (III) or Section 11(c) shall be treated as a Parachute Payment;
(3C) the amount payable to Employee pursuant to Section 10(l6(c) shall be
(I1) deemed to be equal to 15% of the amount determined under set forth in Section 10(b)(i)(1)(I6(c);
(II2) deemed to have been paid immediately following the Section 280G Change In Control;
(III3) deemed to include the additional amount payable under Section 10(l6(c), if any, for additional taxes payable by Employee as a result ofxthe of the receipt of the payment described in Section 10(l6(c); and
(IV4) treated 100% as a Parachute Payment;
(4D) it shall be assumed that all of the payments that could potentially be made to Employee pursuant to the Consulting Agreement shall be made, and all of such payments shall be treated as Parachute Payments; provided that nothing in this Section 10(d)(iii)(410(b)(iii)(D) shall limit or reduce the payment of any amount similar to the Gross Up Payment under the Consulting Agreement;
(5) the “ascertainable fair market value” (as set forth in Prop. Treas. Reg. Section 1.280G-1, Q&A 13) of the Options, the vesting of which was accelerated by the Change In Control as provided in the Option Plan and as further provided in Section 10(j), shall be equal to the product of (I) and(II) as set forth below:
(I) the number of shares covered by such Options; and
(IIE) the difference between:
a. the fair market value per share acceleration of the underlying common vesting, if any, of any stock options, restricted stock units, or other equity-based awards shall be determined in a manner consistent with Treasury Regulation Section 1.280G‑1, Q/A-24, as of the date of the Change In Control; and
b. the exercise price per share of stock subject to such Options; and
(6) for purposes of applying the rules set forth in Prop. Treasapplicable.
Appears in 1 contract
Samples: Employment Agreement (Rocky Mountain Chocolate Factory, Inc.)