Section 280G Gross-Up. (a) Except as provided for in Section 4(e) below and notwithstanding any other provision in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") 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 excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (except for any income tax under Section 409A of the Code), any interest and penalties imposed with respect thereto, and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, 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 an independent registered public accounting firm selected by the Company that is not also the Company's then current accounting firm for annual audit purposes (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined...
Section 280G Gross-Up. The Executive shall be covered by the tax gross-up provisions set forth in Exhibit E hereto, incorporated herein by this reference.
Section 280G Gross-Up. If Executive becomes entitled to any payments or benefits (collectively, “Payments”) whether pursuant to the terms of or by reason of this Agreement or any other plan, arrangement, agreement, policy or program with the Company, any successor to the Company or to all or a part of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation, spin off, or otherwise and regardless of whether such payment is made by or on behalf of the Company or such successor) which Payments are subject to the tax imposed by Section 4999 or any successor provision of the Internal Revenue Code of 1986, as amended, or any similar state or local tax, or any interest or penalties are incurred by Executive 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”), the Company shall pay Executive an additional amount (“Gross-Up Payment”) such that the net amount retained by Executive, after deduction or payment of (i) any Excise Tax on the Payments, (ii) any federal, state and local income or employment tax and Excise Tax upon the Payment, and (iii) any additional interest and penalties imposed because the Excise Tax is not paid when due, shall be equal to the full amount of the Payments.
Section 280G Gross-Up. If the payments to which the Executive is entitled hereunder or otherwise (collectively the “Company Payments”) will cause the Executive to be subject to the tax (the “Excise Tax”) imposed by §4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall pay to or for the benefit of the Executive at the time specified in Subsection 5.7.2., below, an additional amount (the “Gross-up Payment”) such that the net amount retained by the 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, 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. For purposes of calculating the Gross-Up Payment, the Executive shall be deemed to pay income taxes at the highest applicable marginal rate of federal, state or local income taxation for the calendar year in which the Gross- Up Payment is to be made.
Section 280G Gross-Up. In the event that it shall be determined that any payment or distribution by IGC, the Company, or an affiliate thereof, to or for the benefit of you, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, pursuant to the merger provided for in the Merger Agreement, or otherwise (a "PAYMENT"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 (the "CODE"), the Company shall pay you an additional amount (the "GROSS-UP PAYMENT") such that the net amount retained by you after deduction of any Excise Tax (as defined below), and any federal, state and local income tax, employment tax and Excise Tax imposed upon the Gross-Up Payment, shall be equal to the Payment. The term "
Section 280G Gross-Up. Notwithstanding anything to the contrary contained in this Agreement, in the event that the aggregate payments or benefits to be made or afforded to Employee under this Section 3 (the "Termination Benefits") cause Employee to be liable or obligated for the payment of any Federal excise taxes under Section 4999(a) of the Code, and/or any state or local excise taxes attributable to an "excess parachute payment" under Section 280G of the Code, the Company promptly shall pay or reimburse Employee for the amount of such Federal, state and local excise taxes and, in addition, for the following additional tax liabilities:
(i) All Federal, state and local excise taxes attributable to the tax gross-up provided for under this Section 3(e); and
(ii) All Federal, state and local income taxes imposed on amounts paid pursuant to, and including all income taxes attributable to, this Section 3(e).
Section 280G Gross-Up. Xxxxxx shall be covered by the tax gross-up provisions set forth in Exhibit D hereto, incorporated herein by this reference.
Section 280G Gross-Up. In the event that any payment or benefit received or to be received by Executive, whether in connection with Executive's employment or the termination of Executive's employment and whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or any affiliate, parent or subsidiary of the Company (all such payments and/or benefits, including the payments and benefits, if any, under this Agreement, being hereinafter referred to as the "Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties are incurred by Executive with respect to such Section 4999 excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that, after payment by Executive of all taxes, including without limitation, any federal or state income, employment and excise taxes imposed upon the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax.
Section 280G Gross-Up. In the event that it shall be determined that any payment or distribution by IGC, the Company, or an affiliate thereof, to or for the benefit of you, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, pursuant to the merger provided for in the Merger Agreement, or otherwise (a "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 (the "Code"), the Company shall pay you an additional amount (the "Gross-Up Payment") such that the net amount retained by you
Section 280G Gross-Up. In the event that termination of this Agreement: (i) by the Company under Section 5.4. of this Agreement, above; or (ii) by the Executive under Subsection 5.5.3. of this Agreement, above; occurs during the Term of Employment of the Executive immediately following a Change in Control of the Company covered by §280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), if the payments to which the Executive is entitled hereunder (collectively the “Company Payments”) will be subject to the tax (the “Excise Tax”) imposed by §4999 of the Code, the Company shall pay to or for the benefit of the Executive at the time specified in Subsection 5.7.2., below, an additional amount (the “Gross-up Payment”) such that the net amount retained by the 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, 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. For purposes of calculating the Gross-Up Payment, the Executive shall be deemed to pay income taxes at the highest applicable marginal rate of federal, state or local income taxation for the calendar year in which the Gross-Up Payment is to be made.
