Common use of Excise Tax on Parachute Payments Clause in Contracts

Excise Tax on Parachute Payments. Xxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx in connection with a Change in Control or the termination of Mojdeh’s employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx if no such reduction was made. For purposes of this Section 17, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx that Xxxxxx may receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 17, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx and Unilife an opinion that Xxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided. Notwithstanding the foregoing, however, that if any payment or distribution by Unilife to or for the benefit received of Xxxxxxx, whether paid or to be received by Xxxxxx in connection with a Change in Control payable or the termination of Mojdeh’s employment (whether payable distributed or distributable pursuant to the terms of this Agreement (“Contract Payments”) or otherwise pursuant to or by reason of any other agreement, policy, plan, arrangements program or agreement with Unilife arrangement or the lapse or termination of any affiliate (collectively with restriction on or the Contract Paymentsvesting or exercisability of any payment or benefit, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if(or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the "Excise Tax"), by reason then the aggregate amount of such reductionpayments and benefits (each such payment or benefit, a "Payment") payable to Xxxxxxx shall be reduced to the aggregate amount of Payments that may be made to Xxxxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the net after-tax benefit received of the Payments retained by Xxxxxx shall exceed Xxxxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by Xxxxxx if no this Section 16, then such reduction was madeshall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of this Section 1716, “"net after-tax benefit” " shall mean (i) the total of all payments and the value of all benefits Payments which Xxxxxx Xxxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280GUnilife, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes the applicable Excise Tax, if any, imposed with respect to the payments and benefits described in (i) above by Code section 4999Payment. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “"Firm”") selected by Unilife and reasonably acceptable to Xxxxxx Xxxxxxx (which may be, but will not be required to be, Unilife’s 's independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxxxx that Xxxxxx Xxxxxxx may receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1716, constitutes a “"parachute payment” " within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxxxx and Unilife an opinion that Xxxxxx Xxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his her federal income tax return. Xxxxxx Xxxxxxx and Unilife shall each provide the Firm access to and copies of any books•books, records, and documents in the possession of Xxxxxx Xxxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1716. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxxxx in connection with a Change in Control or the termination of Mojdeh’s Xxxxxxx’x employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxxxx if no such reduction was made. For purposes of this Section 17, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxxxx that Xxxxxx Xxxxxxx may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 1718, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1718, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxxxx and Unilife an opinion that Xxxxxx Xxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1718. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 18 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxxxxxx in connection with a Change in Control or the termination of Mojdeh’s Xxxxxxxxx’x employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxxxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxxxxxx if no such reduction was made. For purposes of this Section 1718, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxxxxxx that Xxxxxx Xxxxxxxxx may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 1718, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxxxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1718, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxxxxxx and Unilife an opinion that Xxxxxx Xxxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1718. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 18 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided. Notwithstanding the foregoing, however, that if any payment or distribution by Unilife to or for the benefit received of Xxxxxxxxx, whether paid or to be received by Xxxxxx in connection with a Change in Control payable or the termination of Mojdeh’s employment (whether payable distributed or distributable pursuant to the terms of this Agreement (“Contract Payments”) or otherwise pursuant to or by reason of any other agreement, policy, plan, arrangements program or agreement with Unilife arrangement or the lapse or termination of any affiliate (collectively with restriction on or the Contract Paymentsvesting or exercisability of any payment or benefit, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if(or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), by reason then the aggregate amount of such reductionpayments and benefits (each such payment or benefit, a “Payment”) payable to Xxxxxxxxx shall be reduced to the aggregate amount of Payments that may be made to Xxxxxxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the net after-tax benefit received of the Payments retained by Xxxxxx shall exceed Xxxxxxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxxxxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by Xxxxxx if no this Section 16, then such reduction was madeshall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of this Section 1716, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits Payments which Xxxxxx Xxxxxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280GUnilife, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes the applicable Excise Tax, if any, imposed with respect to the payments and benefits described in (i) above by Code section 4999Payment. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxxxxxx that Xxxxxx Xxxxxxxxx may receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1716, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxxxxxx and Unilife an opinion that Xxxxxx Xxxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1716. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided. Notwithstanding the foregoing, however, that if any payment or distribution by Unilife to or for the benefit received of Xxxxx, whether paid or to be received by Xxxxxx in connection with a Change in Control payable or the termination of Mojdeh’s employment (whether payable distributed or distributable pursuant to the terms of this Agreement (“Contract Payments”) or otherwise pursuant to or by reason of any other agreement, policy, plan, arrangements program or agreement with Unilife arrangement or the lapse or termination of any affiliate (collectively with restriction on or the Contract Paymentsvesting or exercisability of any payment or benefit, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if(or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), by reason then the aggregate amount of such reductionpayments and benefits (each such payment or benefit, a “Payment”) payable to Xxxxx shall be reduced to the aggregate amount of Payments that may be made to Xxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the net after-tax benefit received of the Payments retained by Xxxxxx shall exceed Xxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by Xxxxxx if no this Section 16, then such reduction was madeshall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of this Section 1716, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits Payments which Xxxxxx Xxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280GUnilife, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes the applicable Excise Tax, if any, imposed with respect to the payments and benefits described in (i) above by Code section 4999Payment. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxx that Xxxxxx Xxxxx may receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1716, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxx and Unilife an opinion that Xxxxxx Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1716. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxx in connection with a Change in Control or the termination of Mojdeh’s Xxxxx’x employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxx if no such reduction was made. For purposes of this Section 1718, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxx that Xxxxxx Xxxxx may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 1718, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1718, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxx and Unilife an opinion that Xxxxxx Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1718. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 18 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxxxxx in connection with a Change in Control or the termination of Mojdeh’s Xxxxxxxx’x employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxxxxx if no such reduction was made. For purposes of this Section 1720, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxxxxx that Xxxxxx Xxxxxxxx may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 1720, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1720, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxxxxx and Unilife an opinion that Xxxxxx Xxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1720. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 20 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided. Notwithstanding the foregoing, however, that if any payment or distribution by Unilife to or for the benefit received of Xxxx, whether paid or to be received by Xxxxxx in connection with a Change in Control payable or the termination of Mojdeh’s employment (whether payable distributed or distributable pursuant to the terms of this Agreement (“Contract Payments”) or otherwise pursuant to or by reason of any other agreement, policy, plan, arrangements program or agreement with Unilife arrangement or the lapse or termination of any affiliate (collectively with restriction on or the Contract Paymentsvesting or exercisability of any payment or benefit, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if(or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), by reason then the aggregate amount of such reductionpayments and benefits (each such payment or benefit, a “Payment”) payable to Xxxx shall be reduced to the aggregate amount of Payments that may be made to Xxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the net after-tax benefit received of the Payments retained by Xxxxxx shall exceed Xxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by Xxxxxx if no this Section 16, then such reduction was madeshall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of this Section 1716, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits Payments which Xxxxxx Xxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280GUnilife, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes the applicable Excise Tax, if any, imposed with respect to the payments and benefits described in (i) above by Code section 4999Payment. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxx that Xxxxxx may Xxxx xxx receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 17, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx and Unilife an opinion that Xxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1716. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxxxx in connection with a Change in Control or the termination of Mojdeh’s Xxxxxxx’x employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxxxx if no such reduction was made. For purposes of this Section 17, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxxxx that Xxxxxx Xxxxxxx may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 17, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxxxx and Unilife an opinion that Xxxxxx Xxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxx in connection with a Change in Control or the termination of Mojdeh’s Xxxxx’ employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxx if no such reduction was made. For purposes of this Section 17, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxx that Xxxxxx Xxxxx may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 17, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxx and Unilife an opinion that Xxxxxx Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code section 4999of 1986, as amended (the "Code"); provided, however, that any payment or benefit received or to be received by Xxxxxx the Executive in connection with a Change in Control or the termination of Mojdeh’s the Executive's employment (whether payable pursuant to the terms of this Agreement (“"Contract Payments”") or any other plan, arrangements or agreement with Unilife the Company or any affiliate (collectively with the Contract Payments, the “"Total Payments”") shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx the Executive shall exceed the net after-tax benefit that would be received by Xxxxxx the Executive if no such reduction was made. For purposes of this Section 17Paragraph 10, “"net after-tax benefit” " shall mean (i) the total of all payments and the value of all benefits which Xxxxxx the Executive receives or is then entitled to receive from Unilife the Company that would constitute “excess "parachute payments” " within the meaning of Code section Section 280GG of the Code, less (ii) the amount of all federal, state, state and local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx the Executive (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “"Accounting Firm”") selected by Unilife the Company and reasonably acceptable to Xxxxxx the Executive (which may be, but will not be required to be, Unilife’s the Company's independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx the Executive and Unilife the Company within fifteen (15) days after receipt of a notice from either Unilife the Company or Xxxxxx the Executive that Xxxxxx the Executive may receive payments which may be “"parachute payments.” " If the Accounting Firm determines that a such reduction is required by this Section 17Paragraph 10, the Contract Executive, in the Executive's sole and absolute discretion, may determine which Total Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments thereof shall be subject to the excise tax imposed by Code section 4999Section 4999 of the Code, and Unilife [USINTERNETWORKING LOGO] CONFIDENTIAL the Company shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreementExecutive. If the Accounting Firm determines that none of the Total Payments, after taking into account any no reduction required by is necessary under this Section 17, constitutes a “parachute payment” within the meaning of Code section 280GParagraph 10, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish the Executive and Unilife the Company an opinion that Xxxxxx has substantial authority Executive shall not to report be liable for any excise tax under Code section Section 4999 on his federal income tax returnof the Code. Xxxxxx The Executive and Unilife the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx the Executive or Unilifethe Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17Paragraph 10. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 Paragraph 10 shall be borne by Unilifethe Company.

Excise Tax on Parachute Payments. Xxxxxx Xxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided. Notwithstanding the foregoing, however, that if any payment or distribution by Unilife to or for the benefit received of Xxxx, whether paid or to be received by Xxxxxx in connection with a Change in Control payable or the termination of Mojdeh’s employment (whether payable distributed or distributable pursuant to the terms of this Agreement (“Contract Payments”) or otherwise pursuant to or by reason of any other agreement, policy, plan, arrangements program or agreement with Unilife arrangement or the lapse or termination of any affiliate (collectively with restriction on or the Contract Paymentsvesting or exercisability of any payment or benefit, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if(or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), by reason then the aggregate amount of such reductionpayments and benefits (each such payment or benefit, a “Payment”) payable to Xxxx shall be reduced to the aggregate amount of Payments that may be made to Xxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the net after-tax benefit received of the Payments retained by Xxxxxx shall exceed Xxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by Xxxxxx if no this Section 16, then such reduction was madeshall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of this Section 1716, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits Payments which Xxxxxx Xxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280GUnilife, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes the applicable Excise Tax, if any, imposed with respect to the payments and benefits described in (i) above by Code section 4999Payment. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxx that Xxxxxx may Xxxx xxx receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1716, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx Xxxx and Unilife an opinion that Xxxxxx Xxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1716. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Hastings shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided. Notwithstanding the foregoing, however, that if any payment or distribution by Unilife to or for the benefit received of Hastings, whether paid or to be received by Xxxxxx in connection with a Change in Control payable or the termination of Mojdeh’s employment (whether payable distributed or distributable pursuant to the terms of this Agreement (“Contract Payments”) or otherwise pursuant to or by reason of any other agreement, policy, plan, arrangements program or agreement with Unilife arrangement or the lapse or termination of any affiliate (collectively with restriction on or the Contract Paymentsvesting or exercisability of any payment or benefit, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if(or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), by reason then the aggregate amount of such reductionpayments and benefits (each such payment or benefit, a “Payment”) payable to Hastings shall be reduced to the aggregate amount of Payments that may be made to Hastings without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the net after-tax benefit received of the Payments retained by Xxxxxx shall exceed Hastings (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Hastings without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by Xxxxxx if no this Section 16, then such reduction was madeshall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of this Section 1716, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits Payments which Xxxxxx Hastings receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280GUnilife, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Hastings (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes the applicable Excise Tax, if any, imposed with respect to the payments and benefits described in (i) above by Code section 4999Payment. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Hastings (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Hastings and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Hastings that Xxxxxx Hastings may receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1716, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Hastings and Unilife an opinion that Xxxxxx Hastings has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Hastings and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Hastings or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1716. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxxxxx in connection with a Change in Control or the termination of Mojdeh’s Xxxxxxxx’x employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxxxxx if no such reduction was made. For purposes of this Section 17, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxxxxx that Xxxxxx Xxxxxxxx may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 17, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish Xxxxxxxx and Unilife an opinion that Xxxxxx Xxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or benefit received or to be received by Xxxxxx Xxxxx in connection with a Change in Control or the termination of MojdehAllan’s employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx Xxxxx shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxx if no such reduction was made. For purposes of this Section 1720, “net after-tax benefit” shall mean (i) the total of all payments and the value of all benefits which Xxxxxx Xxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxx Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Xxxxx that Xxxxxx may Xxxxx xxx receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is required by this Section 1720, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx Xxxxx in accordance with the terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 1720, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx Xxxxx and Unilife an opinion that Xxxxxx Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Xxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Xxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1720. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 20 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx Hxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999; provided. Notwithstanding the foregoing, however, that if any payment or distribution by Unilife to or for the benefit received of Hxxxxx, whether paid or to be received by Xxxxxx in connection with a Change in Control payable or the termination of Mojdeh’s employment (whether payable distributed or distributable pursuant to the terms of this Agreement (“Contract Payments”) or otherwise pursuant to or by reason of any other agreement, policy, plan, arrangements program or agreement with Unilife arrangement or the lapse or termination of any affiliate (collectively with restriction on or the Contract Paymentsvesting or exercisability of any payment or benefit, the “Total Payments”) shall be reduced to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if(or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), by reason then the aggregate amount of such reductionpayments and benefits (each such payment or benefit, a “Payment”) payable to Hxxxxx shall be reduced to the aggregate amount of Payments that may be made to Hxxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be imposed if the net after-tax benefit received of the Payments retained by Xxxxxx shall exceed Hxxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Hxxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by Xxxxxx if no this Section 16, then such reduction was madeshall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of this Section 1716, “"net after-tax benefit” " shall mean (i) the total of all payments and the value of all benefits Payments which Xxxxxx Hxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280GUnilife, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx Hxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes the applicable Excise Tax, if any, imposed with respect to the payments and benefits described in (i) above by Code section 4999Payment. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “"Firm”") selected by Unilife and reasonably acceptable to Xxxxxx Hxxxxx (which may be, but will not be required to be, Unilife’s 's independent auditors). The Firm shall submit its #40769451 v2 determination and detailed supporting calculations to both Xxxxxx Hxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx Hxxxxx that Xxxxxx Hxxxxx may receive payments which may be “parachute payments.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreementPayments. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 17, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx and Unilife an opinion that Xxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx Hxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx Hxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1716. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. Xxxxxx The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code section 4999of 1986, as amended (the "Code"); provided, however, that any payment or benefit received or to be received by Xxxxxx the Executive in connection with a Change in Control or the termination of Mojdeh’s the Executive's employment (whether payable pursuant to the terms of this Agreement (“"Contract Payments”") or any other plan, arrangements or agreement with Unilife the Company or any affiliate (collectively with the Contract Payments, the “"Total Payments”") shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by Xxxxxx the Executive shall exceed the net after-tax benefit that would be received by Xxxxxx the Executive if no such reduction was made. For purposes of this Section 17Paragraph 10, “"net after-tax benefit” " shall mean (i) the total of all payments and the value of all benefits which Xxxxxx the Executive receives or is then entitled to receive from Unilife the Company that would constitute “excess "parachute payments” " within the meaning of Code section Section 280GG of the Code, less (ii) the amount of all federal, state, state and local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx the Executive (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “"Accounting Firm”") selected by Unilife the Company and reasonably acceptable to Xxxxxx the Executive (which may be, but will not be required to be, Unilife’s the Company's independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxx the Executive and Unilife the Company within fifteen (15) days after receipt of a notice from either Unilife the Company or Xxxxxx the Executive that Xxxxxx the Executive may receive payments which may be “"parachute payments.” " If the Accounting Firm determines that a such reduction is required by this Section 17Paragraph 10, the Contract Executive, in the Executive's sole and absolute discretion, may determine which Total Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments thereof shall be subject to the excise tax imposed by Code section 4999Section 4999 of the Code, and Unilife the Company shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreementExecutive. If the Accounting Firm determines that none of the Total Payments, after taking into account any no reduction required by is necessary under this Section 17, constitutes a “parachute payment” within the meaning of Code section 280GParagraph 10, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx furnish the Executive and Unilife the Company an opinion that Xxxxxx has substantial authority Executive shall not to report be liable for any excise tax under Code section Section 4999 on his federal income tax returnof the Code. Xxxxxx The Executive and Unilife the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxx the Executive or Unilifethe Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17Paragraph 10. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 17 Paragraph 10 shall be borne by Unilife.the Company. [USi LOGO]

Excise Tax on Parachute Payments. Xxxxxx (i) Notwithstanding any other provision herein or any provision in an employment, severance, change in control or similar agreement to the contrary, in the event it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to determined that any payment received hereunderin the nature of compensation by Unilife to Xxxxxxxx or for Xxxxxxxx’x benefit, whether paid, payable, distributed or distributable pursuant to this Agreement or otherwise (including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any severance payment or benefit received accelerated vesting of stock options or to be received restricted stock granted by Xxxxxx in connection with Unilife) (each, a Change in Control or the termination of Mojdeh’s employment (whether payable pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Unilife or any affiliate (collectively with the Contract PaymentsPayment” and collectively, the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the United States Internal Revenue Code of 1986, as amended (“Code”) (or any successor provision) 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 in this Agreement as the “Excise Tax”), then the Total Payments shall be reduced (the “Reduction”) to the minimum extent necessary (but not below zero) so that no portion thereof shall be subject to the excise tax imposed by Code section 4999 but Excise Tax; provided, however, that such Reduction shall be made only if, by reason of such reductionReduction, the net after-tax benefit received by Xxxxxx Xxxxxxxx (or for Xxxxxxxx’x benefit) shall exceed the net after-tax benefit that would be received by Xxxxxx Xxxxxxxx (or for Xxxxxxxx’x benefit) if no such reduction Reduction was made. For purposes of this Section 17, “net after-tax benefit” shall mean (i) made and Xxxxxxxx bore the total of all payments and the value of all benefits which Xxxxxx receives or is then entitled to receive from Unilife that would constitute “excess parachute payments” within the meaning of Code section 280G, less (ii) the amount of all federal, state, local and foreign income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Xxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first Excise Tax payment of the foregoing), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx that Xxxxxx may receive payments which may be “parachute paymentsliability.” If the Firm determines that a reduction is required by this Section 17, the Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any reduction required by this Section 17, constitutes a “parachute payment” within the meaning of Code section 280G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx and Unilife an opinion that Xxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17. The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by this Section 17 shall be borne by Unilife.