Gross-Up Bonus Clause Samples

Gross-Up Bonus. Upon any exercise, cancellation or cash out by Grantee of his options hereunder, or any exercise by him of the Stock Appreciation Rights granted to him under the provisions of Section 12, below, by or for any reason or on any basis permitted under this Agreement, the Company shall pay the Grantee a Gross-Up Bonus for all of his applicable resulting federal and state taxes. The Gross-Up Bonus shall be paid at the time of the exercise, cancellation or cash out of the option. The Gross-Up Bonus shall be equal to: ["X" divided by "Y"] minus "X," where "X" is the compensation income recognized by Grantee upon the exercise, cancellation or cash out of the option and "Y" is one (1) minus [the sum of Grantee's federal and state tax rates and Medicare rate]. The intent of the Gross-Up Bonus is to allow the net amount received by the Grantee, after withholding all necessary federal and state taxes, to equal the compensation income recognized from the options.

Gross-Up Bonus. Provided that Employee’s employment is not terminated and neither the Company nor Employee have provided any notice of termination pursuant to Section 6 of this Agreement on or before April 1, 2010, Employee shall receive on that date a one-time, lump sum bonus payment of $71,000 to defray Employee’s out-of-pocket cash tax liability as a result of the equity granted to Employee in connection with Employee’s investment in the Company (the “Gross-Up Bonus”).

Gross-Up Bonus. For so long as Consultant is retained by the Company or is a member of the Board of Directors of the Company, on the date that an interest payment is due and is paid to the Company under the Note, the Company shall pay to Consultant, contemporaneously with the payment of such interest payment, a bonus (the "Bonus") in an amount equal to (i) the amount of such interest payment, plus (ii) the amount required to enable Consultant to pay any Federal, state or other applicable taxes on such Bonus.

Gross-Up Bonus. (a) Also in consideration of the Executive's efforts in obtaining settlement of the Asset Sale Disputes, the Company shall pay to Executive, within ten (10) days after the Appraisal, an amount (the "Gross-Up Bonus") such that after the payment by Executive of all federal, state or local income taxes (including any interest or penalties imposed with respect thereto) imposed upon the receipt of the Gross-Up Bonus, the Executive retains an amount of the Gross-Up Bonus equal to the federal, state and local income taxes imposed on the receipt of the Note. The Gross-Up Bonus shall be paid whether or not the Executive's employment has been terminated for any reason prior to the elapse of (ten) 10 days following the Appraisal. For purposes of determining the amount of the Gross-Up Bonus, the Executive shall be deemed to pay federal income taxes at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Bonus is to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of the Executive's residence in the calendar year in which the Gross-Up Bonus is to be made, net of the maximum reduction of federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates. If it is subsequently established (as provided in paragraph (c) below) that the federal, state and local income taxes payable by the Executive with respect to the receipt of the Note and the original Gross-Up Bonus exceeds the original Gross-Up Bonus, the Company shall make an additional Gross-Up Bonus to the Executive in respect of such excess at the time set forth in paragraph (c) below. (b) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an additional Gross-Up Bonus. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The failure of the Executive to give such notice shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually materiall...