Golden Parachute Taxes. In the event that any of the benefits provided to Executive by this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (B) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits hereunder shall be either (1) provided to Executive in full, or (2) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts (when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes) results in the receipt by Executive of the greatest amount of benefits, on an after-tax basis, notwithstanding that all or some portion of such benefits may be subject to payment of an Excise Tax. Unless Employer and Executive agree otherwise in writing, any determination required under this Section 4(j) shall be made in writing in good faith by a mutually determined and qualified third party (the “Professional Service Firm”). Any reduction in payments and/or benefits required shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards. For purposes of making the calculations required by this Section 4(j), the Professional Service Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. Employer and Executive shall furnish to the Professional Service Firm such information and documents as the Professional Service Firm may reasonably request in order to make a determination under this Section 4(j). Employer shall bear all costs and expenses the Professional Service Firm may reasonably incur in connection with any calculations contemplated by this Section 4(j)(i).
Golden Parachute Taxes. In the event that any payment or distribution by the Company, or the grant of any benefit by the Company, to or for the benefit of Employee (whether paid or payable, distributed or distributable or granted or to be granted pursuant to the terms of this Agreement or otherwise) (collectively, "Benefits") would be nondeductible by the Company for federal income tax purposes because of Section 280G of the Internal Revenue Code (the "Code") and/or would cause Employee to be liable for an excise tax pursuant to Section 4999 of the Code, then the Benefits paid, distributed or granted to Employee under this Agreement shall equal (i) the full amount of such Benefits or (ii) the Reduced Amount (as defined below), whichever of the foregoing amounts is determined by the Company to result, on an after-tax basis, in the receipt by Employee of the greatest amount of such Benefits, notwithstanding that all or some portion of the Benefits may be taxable under Section 4999 of the Code. In making its determination pursuant to the preceding sentence, the Company shall take into account all applicable Federal, state, and local employment and income taxes, as well as the excise tax imposed by Section 4999 of the Code. For purposes of this Section 4, the "Reduced Amount" shall be the maximum amount payable to Employee that would result in no portion of the Benefits being (i) nondeductible by the Company under Section 280G of the Code or (ii) subject to an excise tax liability under Section 4999 of the Code. Notwithstanding the foregoing and any other provision contained herein, in the event (as a result of Benefits to be received under this Agreement or any other plan or arrangement between the Employee and the Company) of any required reduction, as a result of Section 4999 of the Code, of Benefits to be received by Employee, reduction shall be made from such other plan or arrangement prior to any reduction relating to Benefits to be received by Employee under this Agreement.
Golden Parachute Taxes. If any payment or benefit Employee would receive pursuant to a Change in Control from the Company or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock awards unless Employee elects in writing a different order for cancellation. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with...
Golden Parachute Taxes. In the event that (i) any amounts paid or deemed paid to Executive under this Agreement are deemed to constitute "excess parachute payments" as defined in Section 280G of the Code (taking into account any other payments made to Executive under any other agreement and any other compensation paid or deemed paid to Executive), or if Executive is deemed to receive an "excess parachute payment" by reason of his or her vesting in the option grants or restricted stock grants set forth in Section 4.2, and (ii) such deemed "excess parachute payments" would be subject to the excise tax of Section 4999 of the Code, then at the election of the Executive, the amount of any or all of such payments or deemed payments, as selected by Executive, may be reduced (or, alternatively the provisions of Section 4.2 may be waived so as not act to vest options to such Executive), so that no such payments or deemed payments shall constitute excess parachute payments. The determination of whether a payment or deemed payment constitutes an excess parachute payment shall be made in the sole discretion of the Board.
Golden Parachute Taxes. In the event that any amounts paid or deemed paid to you pursuant to this Agreement are deemed to constitute “excess parachute payments” as defined in Section 280G of the Code (taking into account any other payments made to you under the Plan and any other compensation paid or deemed paid to you), or if you are deemed to receive an “excess parachute payment” by reason of the acceleration of vesting of your options granted under the Plan due to a Change in Control, the amount of such payments or deemed payments shall be reduced (or, alternatively, the number of options that become 100% vested shall be reduced), so that no such payments or deemed payments shall constitute excess parachute payments. The determination of whether a payment or deemed payment constitutes an excess parachute payment shall be in the sole discretion of the Company’s Board of Directors.
Golden Parachute Taxes. In the event that (i) any payment or benefit arising out of or in connection with a change of ownership or effective control of the Company or a substantial portion of its assets within the meaning of Section 280G of the Code (such change, a “280G Change in Control”), that is made or provided, or to be made or provided, by the Company (or any successors thereto or affiliates thereof) to Executive, whether pursuant to the terms of this Agreement or any other plan, agreement, or arrangement (any such payment or benefit, a “Parachute Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and (ii) the net after-tax amount (taking into account all applicable taxes payable by Executive, including any Excise Taxes) that Executive would receive with respect to such Parachute Payments does not exceed the net after-tax amount that Executive would receive if the amount of such Parachute Payments were reduced to the maximum amount that could otherwise be payable to Executive without the imposition of the Excise Tax, then such Parachute Payments shall be reduced to the extent necessary to eliminate the imposition of the Excise Tax. Any reduction in the Parachute Payments required to be made pursuant to this section shall be made first with respect to Parachute Payments payable in cash before being made in respect to any Parachute Payments to be provided in the form of benefits or equity award acceleration, and in the form of benefits before being made with respect to equity award acceleration, and in any case, shall be made with respect to such Parachute Payments in inverse order of the scheduled dates or times for the payment or provision of such Parachute Payments.
Golden Parachute Taxes. Notwithstanding anything herein to the contrary, in the event of any payments or benefits provided to Employee hereunder, or under any other benefit, bonus, option, incentive or severance plan are subject to and excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall pay Employee, within ten (10) days of such determination, an amount equal to such tax plus an additional amount so that the net after tax effect, considering Federal and state income taxes, Federal Insurance Contribution Act and Medicare taxes and the excise tax under Section 4999 of the Code, of the payment of such excise tax is as if such additional payment had not been made. A determination required to be made under this Section 24 and the assumptions to be utilized in arriving at such determination shall be made by an independent, nationally recognized accounting firm (the “Auditor”) acceptable to Holdings. The Auditor shall provide detailed supporting calculations to both Holdings and the Employee within fifteen (15) days of the receipt of a notice from Employee that there has been a payment under this Agreement that is subject to an excise tax under Section 4999 of the Code. All fees and expenses of the Auditor shall be paid by Holdings. All determinations by the Auditor shall be binding upon the Holdings and Employee.
Golden Parachute Taxes. In the event that any amounts paid or deemed paid to you under the Plan are deemed to constitute "excess parachute payments" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (taking into account any other payments made to you under the Plan and any other compensation paid or deemed paid to you), or if you are deemed to receive an "excess parachute payment" by reason of vesting of your options granted under the Plan pursuant to Section 12(c) of the Plan in the event of a Change in Control, the amount of such payments or deemed payments shall be reduced (or, alternatively the provisions of Section 12(c) of the Plan shall not act to vest your options), so that no such payments or deemed payments shall constitute excess parachute payments. The determination of whether a payment or deemed payment constitutes an excess parachute payment shall be in the sole discretion of the Company's Board of Directors.
Golden Parachute Taxes. In the event that (i) any amounts paid or deemed paid to Executive under this Agreement are deemed to constitute "excess parachute payments" as defined in Section 280G of the Code (taking into account any other payments made to Executive under any other agreement and any other compensation paid or deemed paid to Executive), or if Executive is deemed to receive an "excess parachute payment" by reason of his or her vesting in the option grants or restricted stock grants set forth in Section 4.2, and (ii) such deemed "excess parachute payments" would not be deductible by the Company, then the amount of such payments or deemed payments shall be reduced (or, alternatively the provisions of Section 4.2 shall not act to vest options to such Executive), so that no such payments or deemed payments shall constitute excess parachute payments. The determination of whether a payment or deemed payment constitutes an excess parachute payment shall be made in the sole discretion of the Board.
Golden Parachute Taxes. In the event that any amounts paid or deemed paid to you under the Plan are deemed to constitute “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (taking into account any other payments made to you under the Plan and any other compensation paid or deemed paid to you), or if you are deemed to receive an “excess parachute payment” by reason of vesting of your
