Excise Tax Gross-Up Payment. (i) In the event it shall be determined that any payment or distribution to Grantee or for Grantee's benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), paid or payable pursuant to this Agreement (a "Payment"), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the "Excise Tax"), then Grantee shall be entitled to receive an additional payment (the "Excise Tax Gross-Up Payment") in an amount such that, after payment by Grantee of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Excise Tax Gross-Up Payment, Grantee retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Excise Tax Gross-Up Payments under this Section 8(n) shall not be conditioned upon Grantee's Separation from Service. For purposes of determining the amount of any Excise Tax Gross-Up Payment, Grantee shall be considered to pay federal income tax at Grantee's actual marginal rate of federal income taxation in the calendar year in which the Excise Tax Gross-Up Payment is to be made, and state and local income taxes at Grantee's actual marginal rate of taxation in the state and locality of Grantee's residence on the date on which the Excise Tax Gross-Up Payment is calculated, for purposes of this Section 8(n), net of Grantee's actual reduction in federal income taxes which could be obtained from deduction of such state and local taxes, and taking into consideration the phase-out of Grantee's itemized deductions under federal income tax law.
(ii) All determinations required to be made under this Section 8(n), including whether and when an Excise Tax Gross-Up Payment is required, the amount of such Excise Tax Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized accounting firm as may be selected by the Board as constituted immediately prior to the change in control transaction (the "Accounting Firm"), provided, that the Accounting Firm’s determination shall be made based upon "substantial authority" within the ...
Excise Tax Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (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”), then 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 any interest and penalties imposed with respect thereto) 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.
Excise Tax Gross-Up Payment. In the event that the Total Payments (as defined in Paragraph 3(g) of the Agreement) cause Executive’s “parachute payments” within the meaning of Section 280G(b)(2) of the Code to equal or to exceed three times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code (the “Trebled Base Amount”) by an amount which is not greater than 10% of the Trebled Base Amount, the Total Payments shall be reduced (or eliminated) such that no portion of the Total Payments is subject to the Excise Tax (as defined in Paragraph 3(g) of the Agreement). Reductions shall be made first to those Total Payments arising under the terms of this Agreement.
Excise Tax Gross-Up Payment. If Executive is entitled to receive payments and benefits under this Agreement pursuant to Section 4 and/or Section 5, and if, when combined with the payments and benefits Executive is entitled to receive under any other plan, program or arrangement of Company or an Affiliate, Executive would be subject to excise tax under Section 4999 of the Code, then Company shall make additional payments to Executive so that, on an after-tax basis, Executive is placed in the same economic position in which he would have been if no excise tax were payable by him and no payments were required to be made to him under this Section 6.
Excise Tax Gross-Up Payment. If a Change of Control or other transaction triggers or results in the imposition upon the Employee of any excise or similar tax under Section 4999 of the Internal Revenue Code (or any similar or successor provision) pursuant to the terms of this Agreement or any employee stock option agreement or plan in which the Employee is a participant, the Company shall pay (or cause any acquirer in such transaction to pay) any such excise or similar tax and make “gross-up” payments to the Employee to the extent necessary so that the Employee will receive the same net after-tax amount he would have received if no excise tax had been imposed on him.
Excise Tax Gross-Up Payment. If the total amounts Executive would receive on account of or following a Change of Control would subject Executive to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company will promptly pay Executive, in addition to such severance benefits, a "Gross-up Payment." The amount of the Gross-up Payment will be equal to the entire excise tax Executive must pay, plus the entire amount necessary to pay all federal, state, local, excise and payroll taxes that will be assessed on the Gross-up Payment itself.
Excise Tax Gross-Up Payment. If at any time for any reason it shall be determined that any payment or distribution by the Company or any other person or entity to or for the benefit of the Executive is a "parachute payment" (within the meaning of Section 280G(b) (2) of the Internal Revenue Code of 1986, as amended (the "Code")), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his/her employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a "Payment"), and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), concurrent with the making of such Payment, the Company shall pay to the Executive an additional payment (the "Gross-Up Payment") in an amount such that the net amount retained by the Executive, after deduction of any Excise Tax on such Payment and any federal, state or local income or employment tax and Excise Tax on the Gross-Up Payment shall equal the amount of such Payment. All determinations concerning the application of the foregoing shall be made by a nationally recognized firm of independent accountants (together with legal counsel of its choosing), selected by the Executive and satisfactory to the Company, whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants and counsel shall be borne by the Company. In the event the Internal Revenue Service assesses the Executive an amount of Excise Tax in excess of that determined in accordance with the foregoing, the Company shall pay to the Executive an additional Gross-Up Payment, calculated as described above in respect of such excess Excise Tax, including a Gross-Up Payment in respect of any interest or penalties imposed by the Internal Revenue Service with respect to such excess Excise Tax.
Excise Tax Gross-Up Payment. (a) In the event it shall be determined that any payment (other than the payment provided for in this Section) or distribution of any type to or for the benefit of the Executive, by the Company, any of its affiliates, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then 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 any income tax, employment tax or 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 Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal, state and local income taxes and employment taxes at the highest marginal rate of federal, state and local income taxation and employment taxation in the calendar year in which the Gross-Up Payment is to be made and/or the calendar year in which the CIC Date occurs, as applicable, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.
Excise Tax Gross-Up Payment. If the total of all payments made to the Employee pursuant to this Agreement, together with any other payments which the Employee has a right to receive from the Company (or any affiliates or subsidiaries of the Company) result in the imposition of an excise tax under Section 4999 (or any successor thereto) of the Internal Revenue Code of 1986, as amended, the Company shall pay the Employee an additional excise tax adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, the Employee will be in the same after-tax position as if no excise tax had been
Excise Tax Gross-Up Payment. In the event the Executive becomes entitled to any payments hereunder or any other payments (whether paid by the Company or otherwise) in connection with a Change in Control of the Company and a subsequent Termination Event (the "Termination Payments"), and in the opinion of independent tax counsel selected by the Executive and reasonably acceptable to the Company any such payments will be subject to the tax imposed by section 4999 of the Internal Revenue Code (the "Excise Tax"), the Company shall pay to the Executive an additional amount such that the net amount retained by the Executive, after deduction of any Excise Tax on the Termination Payments and any federal, state and local income tax (determined at the highest marginal rate applicable) and Excise Tax upon the payment provided for by this Section 8, shall be equal to the Termination Payments that would have been retained by the Executive if the Excise Tax was not applicable, but after deduction of any federal, state and local income tax (determined at the highest marginal tax rate applicable).
