of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the code.
of the Code. If a short limitation year is created because of an amendment changing the limitation year to a different 12-consecutive month period, the maximum permissible amount will not exceed the defined contribution dollar limitation multiplied by the following fraction: Number of months in the short limitation year --------------------------------------------- 12
of the Code. For purposes of this Section 8.1, a Person shall be considered a "related" Indemnitee with respect to an Indemnitee if such Person is an Affiliate or employer of such Indemnitee, a director, officer, employee, agent, or servant of such Indemnitee or any such Affiliate or a successor or permitted assignee of any of the foregoing.
of the Code. The determination of who is a Key Employee will be made in accordance with section 416(i)(1) of the Code and the regulations thereunder.
of the Code. The parties acknowledge and agree that, in the absence of a change in existing legal authorities or the issuance of contrary authorities, amounts received by Executive as damages under or as a result of a breach of this Agreement shall be considered Reasonable Compensation.
of the Code. The provisions of Paragraphs 6 and 7 of this Agreement shall be interpreted in a manner consistent with any Rule or order of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, applicable to the parties hereto. No Shares of any Portfolio of the Fund may be sold to the general public.
of the Code. The Compensation of a Participant who was on a military leave of absence or on any other authorized leave of absence without pay for the whole or part of a Plan Year shall be his compensation for the last full year worked prior to such Plan Year.
of the Code. The determination of who is a Key Employee will be made in accordance with section 416(i)(1) of the Code and the regulations thereunder. (c) "Non-Key Employee" shall mean any Employee who is not a Key Employee. (d) "Permissive Aggregation Group" shall mean the Required Aggregation Group of plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of sections 401(a)(4) and 410 of the Code. (e) "Present Value" shall be based on the interest and mortality table specified in the Employer's qualified defined benefit plan for Top-Heavy purposes, or if such assumptions are not specified in the Employer's qualified defined benefit plan, Present Value shall be based on the assumptions specified in the Adoption Agreement. (f) "Required Aggregation Group" shall mean (1) each qualified defined contribution plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the Plan has terminated), and (2) any other qualified defined contribution plan of the Employer which enables a plan described in (1) to meet the requirements of sections 401(a)(4) or 410 of the Code.
of the Code. The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on any Payment and Gross-Up Payment and any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment, and shall be liable for any loss of tax deduction caused by the Gross-Up Payment.
of the Code. The CEO understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Initial Shares, if anything, and the fair market value of the Initial Shares as of the date any restrictions on the Initial Shares lapse. In this context, “restriction” means the right of the Company to reacquire the Initial Shares pursuant to the Unvested Share Reacquisition Right contained in this Agreement. The CEO understands that he or she may elect to be taxed at the time the Initial Shares are acquired rather than when and as the Unvested Share Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of acquisition. The CEO understands that failure to make this filing timely will result in the recognition of ordinary income by the CEO, as the Unvested Share Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Initial Shares at the time such restrictions lapse. The CEO further understands, however, that if Unvested Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Unvested Share Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the CEO for the forfeited shares over the amount realized (if any) upon their forfeiture. If the CEO has paid nothing for the forfeited shares and has received no payment upon their forfeiture, the CEO understands that he or she will be unable to recognize any loss on the forfeiture of the Unvested Shares even though the CEO incurred a tax liability by making an election under Section 83(b).
