Parachute Tax Gross Up. If any payment made, or benefit provided, to or on behalf of Executive pursuant to this Agreement or otherwise (“Payments”) results in Executive being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor or similar provision) (“Excise Tax”), the Company shall, as soon as administratively practicable, pay Executive an additional amount in cash (the “Additional Payment”) such that after payment by Executive of all taxes, including, without limitation, any income taxes and Excise Tax imposed on the Additional Payment, Executive retains an amount of the Additional Payment equal to the Excise Tax imposed on the Payments. Such determinations shall be made by the Company’s independent certified public accountants.
Parachute Tax Gross Up. If any payment (including without limitation any imputed income) made, or benefit provided, to or on behalf of Executive pursuant to this Agreement, including any accelerated vesting or any deferred compensation or other award, in connection with a "change in control" of the Company (within the meaning of Section 280G of the Code) results in Executive being subject to the excise tax imposed by Section 4999 of the Code (or any successor or similar provision) the Company shall promptly pay Executive an additional amount in cash (the "Additional Amount") such that the net amount of all such payments and benefits received by Executive after paying all applicable taxes (including penalties and interest) on such payments and benefits, including on such Additional Amount, shall be equal to the net after-tax amount of the payments and benefits (excluding the Additional Amount) that Executive would have received if Section 4999 were not applicable to such payments and benefits. Such determinations shall be made by the Company's independent certified public accountants.
Parachute Tax Gross Up. In the event it shall be determined that any payment to Executive, whether under this Agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such tax (such tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Company shall pay Executive a “Gross-Up Payment” in an amount such that after payment by Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, any additional Excise Tax on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the initial Excise Tax. Such Gross-Up Payment shall be paid no later than the time Executive is required to pay the Excise Tax and in all events by the end of Executive’s taxable year in which Executive remits the applicable taxes.
Parachute Tax Gross Up. If any payment made, or benefit provided, to or on behalf of Executive pursuant to this Agreement or otherwise (“Payments”) results in Executive being subject to the excise tax imposed by section 4999 of the Code (or any successor or similar provision) (“Excise Tax”), the Company shall, on the date that is six months after the date Executive has a Separation From Service with the Company, pay Executive an additional amount in cash (the “Additional Payment”) such that after payment by Executive of all taxes, including, without limitation, any income taxes and Excise Tax imposed on the Additional Payment, Executive retains an amount of the Additional Payment equal to the Excise Tax imposed on the Payments. Such determinations shall be made by the Company’s independent certified public accountants. The parties intend and agree that the payment deadline specified above in this Section 4 is not to be extended as a result of the following sentence which is included solely for the purpose of complying with Section 409A. The Company shall make a payment to reimburse Executive in an amount equal to all federal, state and local taxes imposed upon Executive that are described in this Section 4, including the amount of additional taxes imposed upon Executive due to the Company’s payment of the initial taxes on such amounts, by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to the taxing authority.
Parachute Tax Gross Up. If any payment made, or benefit provided, to or on behalf of Executive pursuant to this Agreement or otherwise (“Payments”) results in Executive being subject to the excise tax imposed by Section 4999 of the Code (or any successor or similar provision) (“Excise Tax”), the Company shall, on the date that is six months after the date Executive has a Separation from Service with the Company, or on the next business day if such date is not a business day, pay Executive an additional amount in cash (the “Additional Payment”) such that after payment by Executive of all taxes, including, without limitation, any income taxes and Excise Tax imposed on the Additional Payment, Executive retains an amount of the Additional Payment equal to the Excise Tax imposed on the Payments. Such determinations shall be made by the Company’s independent certified public accountants.
Parachute Tax Gross Up. To the extent that the grant, payment or acceleration of payment of any amount under this Agreement (a “Benefit”) is subject to golden parachute excise tax under Section 4999(a) of the Code (a “Parachute Tax”), Company shall pay Executive an amount of cash (the “Gross-Up Amount”) such that the “net” Benefit received by Executive under this Agreement, after paying all applicable Parachute Taxes (including those on the Gross-Up Amount) and any federal or state taxes on the Gross-Up Amount, shall be equal to the Benefit that Executive would have received if such Parachute Tax had not been applicable.
Parachute Tax Gross Up. In the event the Executive receives any payments or benefits (“Payments”), whether or not under this Agreement and without regard to whether his employment terminates, that are subject to the tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended (or any similar tax) (“Excise Tax”), but excluding the Additional Payment, the Company shall pay the Executive an additional lump sum amount (“Additional Payment”) in cash equal to the amount of Excise Tax and any interest or penalties incurred therewith on such Payments, less all taxes required to be withheld by the Company with respect to such Additional Payment. The parties agree and acknowledge that the Additional Payment is not intended to include a tax gross-up amount with respect to the income, excise and other taxes on the Additional Payment. All determinations of, and relating to, whether any Payment will be subject to the Excise Tax and the amount of any Additional Payment shall be made by a nationally recognized certified public accounting firm, selected by the Company with the consent of the Executive, that does not serve as an accountant or auditor for either the Company or any person effecting the “change of control” (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations to the Company and the Executive within five business days of the receipt of notice from the Company requesting a calculation hereunder. The Additional Payment will be made by the Company to the Executive as soon as practical following the Accounting Firm’s determination of the Additional Payment and in no event later than three business days after receipt of the calculation of the Additional Payment amount from the Accounting Firm. All fees and expenses of the Accounting Firm will be paid by the Company. Any subsequent increase in the Excise Tax as a result of a settlement or otherwise with the IRS shall be handled in a similar manner as provided above with respect to the initial determination.
Parachute Tax Gross Up. (i) If (a) it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, the Acquiring Company or any of their respective affiliates, or one or more trusts established by the Company for the benefit of its employees, to or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a "Payment") is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the "Excise Tax") and (b) such Excise Tax would be equal to $50,000 or less, then such Payments shall be reduced to the extent necessary so that the Payment is equal to 2.99 times your "base amount" (as defined in Section 280G(b)(3) of the Code). If (x) it shall be determined that any Payment is subject to Excise Tax and (y) such Excise Tax would be greater than $50,000, then you shall be entitled to receive from the Company an additional payment (a "Gross-Up Payment") in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(ii) All determinations required to be made under this Paragraph 2, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by BDO Xxxxxxx, LLP or such other nationally recognized certified public accounting firm as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and you within ten business days of the receipt of notice from you that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, you shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individua...
Parachute Tax Gross Up. (a) In the event that any payment or benefit received or to be received by you pursuant to the terms of this Agreement (the “Contract Payments”) or in connection with or contingent upon a Change in Control of the Company pursuant to any other agreement, plan or arrangement with the Company or any of its subsidiaries (“Other Payments” and, together with the Contract Payments, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the Company shall pay you an additional amount (the “Gross-Up Payment”) such that the net amount of Payments retained by you shall be equal to the amount you would have retained if none of such Payments were subject to the Excise Tax. In particular, the Company will timely pay to you an amount equal to the Excise Tax on the Payments, any interest, penalties or additions to tax payable by you by reason of your filing income tax returns and making tax payments in a manner consistent with an opinion of tax counsel selected by the Company and reasonably acceptable to you (“Tax Counsel”), and any federal, state and local income tax and Excise Tax upon the payments by the Company to you provided for by this Section 5. Notwithstanding the foregoing provisions of this Section 5(a), in the event the amount of Payments exceeds the product (“Parachute Payment Limit”) of 2.99 and your applicable “base amount” (as such term is defined for purposes of Section 4999 of the Code) by less than ten percent (10%) of your annual base salary, you shall be treated as having waived such rights with respect to Payments designated by you to the extent required such that the aggregate amount of Payments subject to the Excise Tax is less than the Parachute Payment Limit.”
Parachute Tax Gross Up. Executive acknowledges that neither the Company nor New Frontier presently has, nor shall it have any obligation to consider or institute, a policy or procedure (a “Gross Up Policy”) that requires the Company/New Frontier to pay any of its employees (including senior officers) a “gross-up amount” providing employees entitled to any acceleration payments with a “net” (or increased) payment amount that takes into account any associated golden parachute excise tax (“Parachute Tax”) under Section 4999(a) of the Code. Notwithstanding the foregoing, in the event New Frontier or the Company during the Employment Period institutes a Gross Up Policy applicable to one or more executives similarly situated to Executive in connection with any acceleration payments owing or which could be owing to such executive(s), Executive shall thereafter be entitled to participate in such Gross Up Policy.
