Gross-Up Provisions. (a) If the Executive is, in the opinion of a nationally recognized accounting firm selected by the Executive in his sole discretion, expected to pay an excise tax on "excess parachute payments" (as defined in Section 280G(b) of the Internal Revenue Code of 1986, as amended (the "Code")) under Section 4999 of the Code as a result of an acceleration of the vesting of options or for any other reason, the Company shall have an absolute and unconditional obligation to pay the Executive in accordance with the terms of this Section 7 the expected amount of such taxes. In addition, the Company shall have an absolute and unconditional obligation to pay the Executive such additional amounts as are necessary to place the Executive in the exact same financial position that he would have been in if he had not incurred any expected tax liability under Section 4999 of the Code; provided that the Company shall in no event pay the Executive any amounts with respect to any penalties or interest due under any provision of the Code. The determination of the exact amount, if any, of any expected "excess parachute payments" and any expected tax liability under Section 4999 of the Code shall be made by the nationally-recognized independent accounting firm selected by the
Gross-Up Provisions. In the event that Executive shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (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 ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments. Notwithstanding the foregoing, if it shall be determined that Executive is entitled to a Gross-Up Payment, but that if the Company Payments are reduced by the amount necessary such that the receipt of the Company Payments would not give rise to any Excise Tax (the “Reduced Payment”) and the Reduced Payment would not be less than 90.0% of the Company Payments, then no Gross-Up Payment shall be made to Executive and the Company Payments, in the aggregate, shall be reduced to the Reduced Payments. If the Reduced Payments is to be effective, payments shall be reduced in the following order (1) acceleration of vesting of any stock options for which the exercise price exceeds the then fair market value, (2) any cash severance based on a multiple of Base Salary or Bonus, (3) any other cash amounts payable to Executive, (4) any benefits valued as parachute payments; and (5) acceleration of vesting of any equity not covered by (1) above, unless Executive elects another method of reduction by written notice to the Company. In the event that the Internal Revenue Service or court ultimately makes a determination that the excess parachute payments plus the base amount is an amount other than as determined initially, an appropriate adjustment shall be made with regard to the Gross-Up Payment or Reduce...
Gross-Up Provisions. (a) If the Executive is, in the opinion of a nationally recognized accounting firm selected by the Executive in his sole discretion, expected to pay an excise tax on "excess parachute payments" (as defined in Section 280G(b) of the Internal Revenue Code of 1986, as amended (the "Code")) under Section 4999 of the Code as a result of an acceleration of the vesting of options or for any other reason, the Company shall have an absolute and unconditional obligation to pay the Executive in accordance with the terms of this Section 10 the expected amount of such taxes. In addition, the Company shall have an absolute and unconditional obligation to pay the Executive such additional amounts as are necessary to place the Executive in the exact same financial position that he would have been in if he had not incurred any expected tax liability under Section 4999 of the Code; provided that the Company shall in no event pay the Executive any amounts with respect to any penalties or interest due under any provision of the Code. The determination of the exact amount, if any, of any expected "excess parachute payments" and any expected tax liability under Section 4999 of the Code shall be made by the nationally-recognized independent accounting firm selected by the Executive. The fees and expenses of such accounting firm shall be paid by the Company in advance. The determination of such accounting firm shall be final and binding on the parties. The Company irrevocably agrees to pay to the Executive, in immediately available funds to an account designated in writing by the Executive, any amounts to be paid under this Section 10 within two days after receipt by the Company of written notice from the accounting firm which sets forth such accounting firm's determination. In addition, in the event that such payments are not sufficient to pay all excise taxes on "excess parachute payments" under Section 4999 of the Code as a result of an acceleration of the vesting of options or for any other reason and to place the Executive in the exact same financial position that he would have been in if he had not incurred any expected tax liability under Section 4999 of the Code as a result of a change in control, then the Company shall have an absolute and unconditional obligation to pay the Executive such additional amounts as may be necessary to pay such excise taxes and place the Executive in the exact same financial position that he would have been had he not incurred any tax liabili...
Gross-Up Provisions. In the event that the total amount of payments made under this Agreement on account of termination under Subsection 11(a)(v) above or the total amount of payments made under any other agreement or arrangement between the Employee and the Company, whether written or oral, including any combination of payments made pursuant to different agreements, arrangements or plans equals or exceeds the aggregate present value of three times the "base amount," the Company shall indemnify the Employee for the amount of any surtax imposed pursuant to Section 280G and Section 4999 of the Internal Revenue Code of 1986 as amended along with an amount intended to reimburse the Employee for income tax imposed on such payment (together , the "Gross-up payment"). The Company intends, by the payment of such indemnification, to make the Employee whole and to put the Employee in the same position as if the payments provided for under Section 13(e) hereof, this Section 13(g) and otherwise, were made, and no additional surtaxes or other income taxes of any kind were required to be paid with respect to such payments. The total amount due to the Employee pursuant to this section shall be calculated using the following formula: G= (0.2P-0.2B)/(0.8-R) where : G is the Gross-up Payment P is the amount of the Parachute Payment B is the Base Amount R is the aggregate applicable income tax rate
Gross-Up Provisions. [Check this only if applicable.] If the Property is a multi-tenant building and is not fully occupied during the Base Year or any portion of the Term, an adjustment will be made in computing the variable costs for the Base Year and each applicable calendar year of the Term. Variable costs will include only those items of expense that vary directly proportionately to the occupancy of the Property. Variable costs that are included in the CAM Expenses, Operating Expenses and Utilities will be increased proportionately to the amounts that, in Landlord's reasonable judgment, would have been incurred had 95% of the useable area of the Property been occupied during those years.
Gross-Up Provisions. [Check this only if applicable.] If the Property is a multi-tenant building and is not fully occupied during the Base Year or any portion of the Lease Term, an adjustment shall be made in computing the variable costs for each applicable calendar year. Variable costs shall include only those items of expense that vary directly proportionately to the occupancy of the Property. Variable costs which art included in the CAM and Operating Expenses shall be Increased proportionately to the amounts that, in Landlord’s reasonable judgment, would have been incurred had ninety percent (90%) of the useable area of the Property been occupied during those years. Address of the Premises: 9,957 sf at 4251 Kellway
Gross-Up Provisions. Any of the following benefits which subsequently become subject to taxation will be paid at one hundred and thirty-three percent (133%) of the benefit income received by the employee as determined by the IRS. This provision applies to the following benefits: Flexible Benefit Plan Textbook & Tuition Reimbursement Plan Medical Maintenance Examination Reimbursement Program Professional Memberships 401(k) Deferred Compensation Program Sec. 708 Effective July 1, 2021, the County shall provide reimbursement for fees associated with renewal of medical license. To be eligible for these reimbursements, employees must be working at least 0.5 FTE. Sec. 709 LOAN REPAYMENT PROGRAMS: Employees covered by this agreement shall be eligible to participate in any loan repayment program not requiring County contribution/participation, including but not limited to the following: • CalHealthCares • National Health Service Corps Loan Repayment Program • Xxxxxx X. Xxxxxxxx Loan Repayment Program • Public Service Loan Forgiveness For employees who apply for, and are participating in, any loan repayment program, the County shall provide all verification, as required by the specific loan repayment program, upon notification to the Ventura County Health Care Agency (HCA) by the employee of participation in the program. The employee may also be eligible to participate in the California State Loan Repayment Program (“SLRP”). The SLRP, unlike the other loan repayment programs, requires matching contributions by the County. Any matching contributions by the County are subject to approval by the CEO Ambulatory Care, and the County’s total participation in the SLRP for all eligible members under this agreement shall not exceed $125,000 per fiscal year. Priority shall be given to employees who have applied to other loan repayment programs but have been denied and/or deemed ineligible for other loan repayment programs. Approval of participation in the SLRP by the County may be based on employee work performance, which will include consideration, among other things, of employee performance evaluations and any history of work performance problems or disciplinary action. Once the County’s maximum participation amount is reached, additional applications may be conditionally approved pending reduction of the County’s participation to an amount below the maximum set forth above. Once the County’s participation falls below the maximum, priority shall be given to employees who were conditionally app...
Gross-Up Provisions. [Check this only if applicable.] If the Property is a multi-tenant building and is not fully occupied during the Base Year or any portion of the Lease Term, an adjustment shall be made in computing the variable costs for each applicable calendar year. Variable costs shall include only those items of expense that vary directly proportionately to the occupancy of the Property. Variable costs which are included in the CAM and Operating Expenses shall be increased proportionately to the amounts that, in Landlord's reasonable judgment, would have been incurred had ninety percent (90%) of the useable area of the Property been occupied during those years Initials: Landlord ________________ Tenant _____________ NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R) ADDENDUM G TO LEASE RULES AND REGULATIONS Demised Premises and Address: 0000 Xxxxxx Xxxxxxx Ste. 120 Carrollton, Tx. 75006 --------------------------------------------------
Gross-Up Provisions is hereby added to the end of the Employment Agreement:
Gross-Up Provisions. Notwithstanding anything in this Agreement to the contrary, in the event that any payment made to Executive by or for the Company under this Agreement, or under any other plan or compensation program maintained by the Company, is subject to the excise tax imposed by Code §4999 (the “Excise Tax”) (any such payment, or part thereof, subject to Excise Tax being a “Parachute Payment”), then the Company shall pay Executive an additional amount (the “Gross-Up”) to compensate Executive for the economic cost of (i) the Excise Tax on the Parachute Payment, (ii) the U.S., state and local income tax (as applicable) on the Gross-Up, and (iii) the Excise Tax on the Gross-Up. The calculation shall insure that Executive, after receipt of the Parachute Payment and the Gross-Up and the payment of taxes thereon, will be in approximately the same economic position after all taxes as if the Parachute Payment had been subject only to income tax at the marginal rate. For purposes of determining the amount of the Gross-Up, Executive shall be deemed to pay U.S., state and local income taxes at the highest marginal rate of taxation in the calendar year in which the Parachute Payment is to be made. State and local taxes shall be determined based upon the state and locality of Executive’s domicile on the date of Executive’s termination of employment with the Company. The determination of whether such Excise Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Company and acceptable to Executive. If such opinion is not accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross-Up, if applicable) by such tax counsel based upon the final amount of the Excise Tax so determined.”
