Golden Parachute Considerations Sample Clauses

Golden Parachute Considerations. In the event that any amount or benefit that may be paid or otherwise provided to or in respect of the Executive by the Company or any Affiliate, whether pursuant to this Agreement or otherwise, is or may become subject to the tax imposed under Code Section 4999, the provisions of Exhibit C attached hereto shall be applicable.

Golden Parachute Considerations. In the event it shall be determined that the amount of any payments and/or benefits provided to Executive pursuant to the terms of this Agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Code or to any similar tax imposed by federal, state or local law, or any other revenue system to which Executive may be subject (the “Excise Tax”), then, the Option Parachute Value shall be reduced (partially or completely) such that the amount of any such payments and/or benefits shall be reduced to an amount that is equal to 299% of the Executive’s “base amount” as determined in accordance with Section 280G of the Code. If, after the reduction of the Option Parachute Value, the amount of any other payments and/or benefits provided to Executive pursuant to the terms of this Agreement or otherwise would still be subject to the Excise Tax, then the amount of such other payments and/or benefits shall also be reduced such that the amount of all such payments or benefits are reduced to an amount that is equal to 299% of the Executive’s “base amount” as determined above.

Golden Parachute Considerations. If any payment or benefit due under this Letter Agreement, together with all other payments and benefits that you receive or are entitled to receive from the Company or any of its subsidiaries, affiliates or related entities, would (if paid or provided) constitute an excess parachute payment for purposes of Section 280G of the Code, the amounts otherwise payable and benefits otherwise due under this Letter Agreement will either (I) be delivered in full, or (ii) be limited to the minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company by reason of Section 280G of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state or local income and employment taxes and the excise tax imposed under Section 4999 of the Code, results in your receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the excise tax imposed under Section 4999 of the Code. If the payments and/or benefits are to be reduced pursuant to this section, such payments and benefits shall be reduced such that the reduction of cash compensation to be provided to you as a result of this section is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. Notwithstanding the foregoing, if it appears that any payment or benefit due under this Letter Agreement, together with all other payments and benefits that you receive or are entitled to receive from the Company or any of its subsidiaries, affiliates or related entities that is to be paid to you under this Letter Agreement or any other plan, program, agreement, or arrangement of the Company or any of its affiliates may constitute a “parachute payment” under section 280G(b)(2) of the Code, the Company shall use its reasonable best efforts to obtain shareholder approval of such payments in a manner intended to comply with Section 280G(b)(5) of the Code.

Golden Parachute Considerations. (a) In the event it shall be determined (as hereafter provided) that any Payments and/or benefits would be subject to the excise tax imposed by Section 4999 of Code or to any similar tax imposed by federal, state or local law, or any other revenue system to which Xxxxxxx may be subject, or any interest or penalties with respect to that tax (that tax or those taxes, together with any interest and penalties, may be hereafter referred to as the “Excise Tax”), then the provisions of Appendix B hereto shall apply and, if any Excise Tax is payable after the application of the provisions of Appendix B, Xxxxxxx shall be solely responsible for paying such Excise Tax and Wolverine shall have no liability to Xxxxxxx for such Excise Tax. (b) For purposes of this Section and Appendix B, “Payment” means any payment made to Xxxxxxx or distribution by Wolverine or any of its affiliates to or for the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, supplemental retirement plan benefits, split dollar insurance agreements, or the lapse or termination of any restriction on, or the vesting or exercisability of, any of the foregoing.

Golden Parachute Considerations. In the event it shall be determined that any payments and/or benefits would be subject to the excise tax imposed by Section 4999 of Code or to any similar tax imposed by federal, state or local law, or any other revenue system to which Xxxxxxx may be subject, or any interest or penalties with respect to that tax (that tax or those taxes, together with any interest and penalties, may be hereafter referred to as the "Excise Tax"), then, Xxxxxxx shall be solely responsible for paying such Excise Tax and Wolverine shall have no liability to Xxxxxxx for such Excise Tax.