Excise Tax Indemnification. (a) This section 11 shall apply if the Officer’s employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Code. If this Section 11 applies, then, if for any taxable year, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or any direct or indirect subsidiary or affiliate of the Holding Company to (or for the benefit of) the Officer, the Holding Company shall pay to the Officer an amount equal to X determined under the following formula: where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this section 11; FI = the highest marginal rate of income tax applicable to the Officer under the Code for the taxable year in question; SLI = the sum of the highest marginal rates of income tax applicable to the Officer under all applicable state and local laws for the taxable year in question; and M = the highest marginal rate of Medicare tax applicable to the Officer under the Code for the taxable year in question. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Officer under the terms of this Agreement, or otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this section 11(a) shall be made to the Officer on the earlier of (i) the date the Holding Company or any direct or indirect subsidiary or affiliate of the Holding Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Officer.
(b) Notwithstanding anything in this section 11 to the contrary, in the event that the Officer’s liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in section 11(a), the Officer or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under section 11(a), when increased by the amount of the payment made to the Officer under this section 11(b) by the Holding Company, or when reduced by the amount of the payment made ...
Excise Tax Indemnification. The Executive shall be entitled to a payment under this Section 11(e) if any payment or benefit provided under this Agreement or any other plan or agreement with the Company constitutes a “parachute payment” (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986 (the “Code”), but without regard to Code Section 280G(b)(2)(A)(ii)) and the Executive incurs a liability under Code Section 4999. The amount payable to the Executive under this Section 11(e) shall be the amount required to indemnify the Executive and hold him harmless from the application of Code Sections 280G and 4999 with respect to benefits, payments, accelerated vesting and exercisability and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes attributable to the indemnification payment. Except as required by Section 12, the benefit payable under this Section 11(e) shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the Code Section 4999 excise tax is required to be filed with the Internal Revenue Service. To the extent that any other plan or agreement requires that the Executive be indemnified and held harmless from the application of Code Sections 280G and 4999, any such indemnification and the amount required to be paid to the Executive under this Section 11(e) shall be coordinated so that such indemnification is paid only once and the Company’s obligations under this Section 11(e) shall be satisfied to the extent of any such other payment (and vice versa). The Executive shall be entitled to the benefit described in this Section 11(e) without regard to whether he becomes entitled to receive the benefits described in Section 11(a).
Excise Tax Indemnification. If the Internal Revenue Service asserts, or if Executive or the Company is advised in writing by a "Big Five" accounting firm, that any payment in the nature of compensation to, or for the benefit of, Executive from the Company (or any successor in interest) constitutes an "excess parachute payment" under section 280G of the Code, whether paid pursuant to this Agreement or any other agreement, and including property transfers pursuant to stock options and other employee benefits that vest upon a change in the ownership of effective control of the Company (collectively, the "Excess Parachute Payments") the Company shall pay to Executive, on demand, a cash sum sufficient (on a grossed-up basis) to indemnify Executive and hold him harmless from the following (the "Tax Indemnity Payment"):
(i) The amount of excise tax under section 4999 of the Code on the entire amount of the Excess Parachute Payments and all Tax Indemnity Payments to Executive pursuant to this subsection B:
(ii) The amount of all estimated local, state, and federal income taxes on all Tax Indemnity Payments to Executive pursuant to this subsection B (determined in each case at the highest marginal tax rate);
(iii) The amount of any fines, penalties, or interest that have been or potentially will be, assessed in respect of any excise or income tax described in the preceding clauses (a) or (b); so the amounts of Excess Parachute Payments received by Executive will not be diminished by an excise tax imposed under section 4999 of the Code or by any local, state, or federal income tax payable in respect of the Tax Indemnity Payments received by Executive pursuant to this subsection B.
Excise Tax Indemnification. (a) If Mx. Xxxxxxxxx’x employment terminates under circumstances entitling him (or in the event of his death, his estate) to the Additional Termination Entitlements, the Company shall pay to Mx. Xxxxxxxxx (or in the event of his death, his estate) an additional amount intended to indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula:
Excise Tax Indemnification. (1) In the event that any payments or benefits provided or to be provided to the Employee pursuant to this Agreement, in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any Subsidiaries, constitute "excess parachute payments" under Section 280G of the Code and are subject to excise tax under Section 4999 of the Code, the Company shall pay to Employee in cash an additional amount equal to the amount of the Gross Up Payment as defined below. The "Gross Up Payment" shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by Employee (net of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax) equals the amount of such payments and value of such benefits as he would receive in the absence of such excise tax and any federal, state and local tax on the Company's payment to him attributable to such excise tax. The Company shall pay the Gross Up Payment within thirty (30) days after the Date of Termination subject to Section 11(m)(5).
(2) For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code.
(3) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(1) hereof is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Company, Employee shall repay to the Company, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment.
(4) In the event that, after the Gross Up Payment is made, the amount of the excise tax described in Section 11(m)(1) hereof is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Company shall pay to the Employee, in immediately available funds, at the time that such additional amount of excise tax is finally deter...
Excise Tax Indemnification. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Code, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7 as if no excise taxes had been imposed with respect to Parachute Payments). “Parachute Payment” shall mean a “parachute payment” as defined in Section 280G of the Code. The calculation under this Section 7 shall be as determined by the Company’s accountants.
Excise Tax Indemnification. If the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of l986, as amended (the "Code"), or under any other similar provision of the laws of any state or local jurisdiction within the United States (the "Excise Tax"), the Company shall indemnify and hold harmless the Executive and the Executive's heirs, executors, administrators and permitted assigns (all such aforesaid parties shall be referred to as "Indemnified Parties") from and against any loss ("the Loss") incurred by imposition on the Executive of the Excise Tax, such indemnification to be implemented by paying to the Indemnified Parties an amount ("Indemnification Payment") as hereinafter provided. The intent of this Section 6 is to provide for payments or reimbursements on a grossed-up basis which are sufficient, but not more than sufficient, to make the Indemnified Parties economically whole with respect to any Excise Tax imposed on the Executive's Share, any costs of contesting any such Excise Tax and any other taxes imposed by reason of a loan to the Indemnified Parties pending resolution of any such contest, and the foregoing provisions are to be interpreted accordingly.
Excise Tax Indemnification. (a) This section 4 shall apply if the Officer's employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Internal Revenue Code of 1986 (the "Code"). If this Section 4 applies, then, if for any taxable year, the Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or the Bank to (or for the benefit of) the Officer, the Company shall pay to the Officer an amount equal to X determined under the following formula:
Excise Tax Indemnification. The Consultant shall be entitled to a payment or payments under this Section 15 if any payment or benefit provided under this Agreement or any other plan, agreement or arrangement with the Corporation, the Trust, the LP or any of their affiliates constitutes an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code, but without regard to Section 280G(b)(2)(A)(ii) of the Code) and the Consultant incurs a liability under Section 4999 of the Code. The amount payable to the Consultant under this Section 15 shall be the amount required to indemnify the Consultant and hold him harmless from the application of Sections 280G and 4999 of the Code, together with any interest or penalties related thereto, with respect to benefits, payments, accelerated exercisability and vesting and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes and penalties attributable to the indemnification payment. The benefit payable under this Section 15 shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the excise tax under Section 4999 of the Code is required to be filed with the Internal Revenue Service. To the extent that any other plan, agreement or arrangement requires that the Consultant be indemnified and held harmless from the application of Sections 280G and 4999 of the Code, any such indemnification and the amount required to be paid to the Executive under this Section 15 shall be coordinated so that such indemnification is paid only once and the obligations of the Corporation, the Trust, the LP or any of their affiliates shall be satisfied to the extent of any such other payment (and vice versa). The Consultant and the Corporation agree that the application of Sections 280G and 4999 of the Code may not be clear in all cases. The Consultant agrees that the Corporation may take the position that all or part of a payment or payments are not “excess parachute payments” (as defined above) and do not result in liability under Section 4999 of the Code. The Consultant agrees that his individual tax returns will be prepared in a manner that is consistent with the Corporation’s position on such matters if the Consultant’s professional tax preparer concludes, in his or her professional opinion, that the Corporation’s position is reasonable based on published rulings, regulations and other authority. If the Consultant’s individual i...
Excise Tax Indemnification. (a) This section 4 shall apply if Xx. Xxxx'x employment is terminated in circumstances giving rise to liability for excise taxes under section 4999 of the Internal Revenue Code of 1986 (the "Code"). If this Section 4 applies, then, if for any taxable year, Xx. Xxxx shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company or the Bank to (or for the benefit of) Xx. Xxxx, the Company shall pay to Xx. Xxxx an amount equal to X determined under the following formula:
