Excise Tax Reimbursement. In the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, or whether prior to or following the Covered Termination in connection with, or arising out of, the Executive's employment with the Company or a Change of Control (a "Payment") will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Code, the Company shall pay to the Executive at the time specified in Section 8 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Payments and any federal (and state and local) income tax, employment tax, and Excise Tax upon the payment provided for by this paragraph, shall be equal to the amount of the Payments. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax the following will apply:
(a) any payments or benefits received or to be received by the Executive in connection with a Change of Control or his termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change of Control) shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the reasonable judgement of the Company's independent auditors such other payments or benefits (in whole or in part) do not constitute parachute payments, or represent reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code in excess of the base amount within the meaning of section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; and
(b) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with proposed, temporary or final regulations under Sections 280G(d)(3)) and (4) of the Code or, in the absence of such regulations, in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income ta...
Excise Tax Reimbursement. In connection with or arising out of a Change in Control of the Company, in the event Executive shall be subject to the tax imposed by Section 4999 of the Code (the "Excise Tax") in respect of any payment or distribution by the Company or any other person or entity to or for Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, or whether prior to or following any termination of Executive other than Termination for Cause or By Executive without Good Reason (a "Payment"), the Company shall pay to Executive an additional amount. The additional amount (the "Gross-Up Payment") shall be equal to the Excise Tax, together with any federal, state and local income tax, employment tax and any other taxes associated with this payment such that Executive incurs no out-of-pocket expenses associated with the Excise Tax. Provided, however, nothing in this Section shall obligate the Company to pay Executive for any federal, state or local income taxes imposed upon Executive by virtue of a Payment. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax the following will apply:
Excise Tax Reimbursement. The Company shall indemnify and hold the Executive harmless from any and all loss, expense or liability that he may ever incur under Code ss. 4999, or a successor, as the result of benefits he collects pursuant to this Agreement.
Excise Tax Reimbursement. Reinsurer shall reimburse Ceding Company in full for any federal excise tax paid by Ceding Company under Section 4371 of the Internal Revenue Code of 1986, as amended, in connection with this Reinsurance Agreement. 9 Article IV
Excise Tax Reimbursement. If the Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or any affiliated company (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Company shall pay to the Executive an additional amount equal to the amount of the Excise Tax imposed.
Excise Tax Reimbursement. In the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the Employee's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, or whether prior to or following the Covered Termination in connection with, or arising out of, the Employee's employment with the Company or a Reorganization Event of the Company (a "Payment") will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Code, the Company shall pay to the Employee at the time specified in Section 7 hereof, an additional amount (the "Gross-Up Payment") such that the net amount retained by the Employee, after deduction of any Excise Tax on the Payments and any federal (and state and local) income tax, employment tax, and Excise Tax upon the payment provided for by this paragraph, shall be equal to the amount of the
Excise Tax Reimbursement. If the payment or provision of any termination benefits pursuant to this Article IV results in the imposition of an excise tax under 4999 of the United States Internal Revenue Code, the amount of the affected benefit to be paid to Employee will be grossed up to an amount such that the net amount received by Employee following the imposition of such an excise tax is equal to the amount that Employee would have received had no such excise tax been imposed.
Excise Tax Reimbursement. (a) Notwithstanding any other provision of this Agreement, except as provided in subsection (b), if the receipt by Executive of, or the vesting of Executive’s right to receive, any amount for compensation or benefits payable under this Agreement (including compensation in the form of shares of the Company’s capital stock) or any other plan, program, agreement, or arrangement of the Company relating to Executive causes the imposition of a tax (an “Excise Tax”) on Executive under section 4999(a) of the Internal Revenue Code or any similar or successor provision that may hereafter be enacted (the “Code”), the Company shall pay to Executive in cash such additional amount as is necessary so that the total amount received by Executive under this Agreement and any such other plan, program, agreement, or arrangement and retained by him after payment of any taxes on such total amount (including any federal, state, or local income taxes and any taxes imposed by such section 4999(a) and including any taxes in respect of any amount paid to Executive under this section 8) shall not be less than the net after-tax amount he would have received had such Excise Tax not been imposed.
(b) The Company shall not be or at any time become in any way obligated under subsection (a) to pay any additional amounts as described therein or contemplated thereby as a result or in respect of the imposition for any reason of an Excise Tax upon the receipt by Executive of, or the vesting of Executive’s right to receive, any amount for compensation or benefits payable under this Agreement (including compensation in the form of shares of the Company’s capital stock), or any other plan, program, agreement, or arrangement of the Company relating to Executive, that results from the termination of Executive’s employment on account of the death or Disability of Executive.
(c) The Company shall pay any additional amount for which it becomes obligated under subsection (a) to Executive within one (1) month after the day on which Executive notifies the Company that, and only to the extent that, (i) the Company has withheld from him an amount in respect of any such Excise Tax, (ii) Executive has made a payment of estimated tax in respect of any Excise Tax, (iii) Executive has filed an income tax return for the year for which any Excise Tax is due showing such Excise Tax as being due, or (iv) an Excise Tax liability has been asserted by the Internal Revenue Service or other taxing authority; provided, h...
Excise Tax Reimbursement. Reinsurer shall reimburse New York Ceding Company in full for any federal excise tax paid by New York Ceding Company under Section 4371 of the Internal Revenue Code of 1986, as amended, in connection with this New York Reinsurance Agreement. Article IV
Excise Tax Reimbursement
