Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: 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 the Employee’s participant’s stock awards.
Parachute Tax. (i) If the payments and benefits provided to Employee under this Agreement or under any other agreement with, or plan of, the Company (the "Total Payment") (A) constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and exceed three times Employee's "base amount" as defined under Code Section 280G(b)(3) by less than 10% of three times Employee's base amount, and (B) would, but for this Section 4.5(d)(i), be subject to the excise tax imposed by Code Section 4999, then Employee's payments and benefits under this Agreement shall be either (I) paid in full, or (II) reduced and payable only as to the maximum amount which would result in no portion of such payments and benefits being subject to excise tax under Code Section 4999, whichever results in the receipt by Employee on an after-tax basis of the greatest amount of Total Payment (taking into account the applicable federal, state and local income taxes, the excise tax imposed by Code Section 4999 and all other taxes (including any interest and penalties) payable by Employee). If a reduction of the Total Payment is necessary, Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments and benefits. Within 30 days after the amount of any required reduction in payments and benefits is finally determined under Section
Parachute Tax. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, award, benefit or distribution by the Company (or any of its affiliated entities) or by any entity which effectuates a Change of Control (or any of its affiliated entities) to or for the benefit of the Officer (whether pursuant to the terms of this Agreement or otherwise) (each a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any corresponding provisions of state or local tax laws, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), and if it shall also be determined that, by reducing the Payments to a present value (as calculated in accordance with Section 280G of the Code) that is one dollar less than the Safe Harbor Amount (as hereinafter defined), the Officer would receive a larger after-tax benefit from the Payments than if such reduction had not occurred, the Payments shall be reduced so as to have a present value that is one dollar less than the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments or benefits provided under Section 9(g)(i) before reducing the other payments under this Agreement or otherwise; thereafter any such reduction shall be made to other cash payments to which the Officer is entitled. For purposes of this Section 21, “
Parachute Tax. (a) In the event that the Employee would, except for this paragraph, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of receiving "parachute payments" (as defined in Section 280G(b)(2)(A) and (d)(3) of the Code) pursuant to this Agreement or any other arrangements between the Company and the Employee, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, such payments shall be reduced so that the aggregate "present value" (as defined in Section 280G(d)(4) of the Code) of such payments is an amount equal to one dollar less than an amount equal to three times the Employee's "base amount," (as defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code). To achieve such required reduction in aggregate present value, the Employee shall determine which parachute payments shall be reduced and the amount of each reduction. To enable the Employee to make such determination, the Company shall provide the Employee with such information as is reasonably necessary for such determination.
Parachute Tax. If the payments and benefits provided for the Executive under this Agreement, together with any other payments and benefits that the Executive may have a right to receive from the Company or any other person or entity, would result in "excess parachute payments" (as defined in Section 280G of the Code), the payments and benefits to be made and provided to the Executive and his beneficiary or beneficiaries pursuant to this Agreement shall be reduced to the largest whole-dollar amount that will result in there being no such "excess parachute payment." The existence or absence of any such "excess parachute payment," the amount of any such reduction, and the item or items to be reduced, if any, shall be determined, in each case, by the Executive or, following his death, his beneficiary or beneficiaries, and the specifics of such determination shall be delivered in writing to the Company and to the trustee of the Trust referred to in subparagraph 9(d)(ii) above, at the time of the Executive's termination within three years after a Change in Control, or as soon as practicable thereafter, by the Executive or, following his death, his beneficiary or beneficiaries. The reasonable fees and expenses of such tax counsel and financial advisor as may reasonably be called upon to assist the Executive or his beneficiary or beneficiaries in the foregoing endeavors shall be paid by the Company.
Parachute Tax. (a) Except in the specific circumstance hereinafter described in this paragraph 14, the Company shall pay to the Executive the full amount to which he is entitled under this Agreement.
Parachute Tax. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, award, benefit or distribution by the Company (or any of its affiliated entities) or by any entity which effectuates a Change of Control (or any of its affiliated entities) to or for the benefit of Xxx (whether pursuant to the terms of this Agreement or otherwise) (each a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any corresponding provisions of state or local tax laws, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), and if it shall also be determined that, by reducing the Payments to a present value (as calculated in accordance with Section 280G of the Code) that is one dollar less than the Safe Harbor Amount (as hereinafter defined), Xxx would receive a larger after-tax benefit from the Payments than if such
Parachute Tax. In the event that any amount payable to Hawk under this Agreement or as a result of the acceleration of the vesting of any stock option granted to Hawk shall constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and any regulations thereunder, and Hawk becomes liable for any excise tax penalties ("Parachute Tax Amount") that are imposed on excess parachute payments" pursuant to Section 4999 of the Code, Team shall make a cash payment to Hawk in an amount equal to the result obtained by multiplying the Parachute Tax Amount by a fraction, the numerator of which is one and the denominator of which is one minus the sum of the "parachute tax rate" (as such term is hereinafter defined) and the "regular tax rate" (as such term is hereinafter defined). As used herein, the term "parachute tax rate" shall mean the maximum rate of tax imposed under Section 4999 of the Code or the corresponding provision of any
Parachute Tax. If the Company determines that any amounts payable ------------- under this Agreement would be subject to the excise tax imposed under Code Section 4999 on "excess parachute payments", the Company will compute the after- tax amount that would be payable to the Executive if the total amounts that are payable to the Executive by the Company, an affiliate, or a plan of the Company or an affiliate and are considered "parachute payments" for purposes of Code Section 280G ("Parachute Payments") were limited to the maximum amount that may be paid to the Executive under Code Sections 280G and 4999 without imposition of the excise tax (this after-tax amount is referred to as the "Capped Amount"). The Company will also compute the after-tax amount that would be payable to the Executive if the total Parachute Payments were payable without regard to the Code Sections 280G and 4999 limit (this after-tax amount is referred to as the "Uncapped Amount"). Notwithstanding anything in this Agreement to the contrary, if the Capped Amount is greater than or equal to 97% of the Uncapped Amount, then the total benefits and other amounts that are considered Parachute Payments and are payable to the Executive under this Agreement will be reduced to the largest amount that will result in no portion of any such payment being subject to the excise tax imposed by Code Section 4999. Tax counsel selected by mutual consent of the Company and the Executive will determine the amount of any such reduction in good faith. The determination will be made before the payments are due and payable to the Executive, to the extent possible. The Executive will determine which payments will be reduced, subject to approval by the Company (which approval may not be unreasonably withheld). The Executive will have no right to receive Parachute Payments under this Agreement in excess of the reduced amount. The calculations under this Section will be made in a manner consistent with the requirements of Code Sections 280G and 4999, as in effect at the time the calculations are made.
Parachute Tax. To the extent that any payment made to Employee hereunder is subject to federal excise tax as a result of the "parachute" provisions of Section 280G and 4999(a) of the Internal Revenue Code of 1986, as amended, then the Company shall pay Employee an additional amount of cash (the "Additional Amount") such that the net amount received by Employee, after paying all applicable excise taxes and all other federal and state taxes on such Additional Amount, shall be equal to the net amount that Employee would have received if payments made hereunder were not subject to such parachute excise tax.
