SPECIAL REIMBURSEMENT. 9.1 If any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive , whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement of or with the Company, any Affiliate, any Person, or otherwise (the “Total Payments”), will or would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon or in respect of the Total Payments and the Gross-Up Payments, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
9.2 For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(a) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive (which opinion shall be provided to the Executive) such Total Payments (in whole or in part) (i) do not constitute parachute payments, including (without limitation) by reason of Section 280G(b)(4)(A) of the Code, (ii) such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, or (iii) are not, in the opinion of legal counsel, otherwise subject to the Excise Tax, and
(b) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
9.3 In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction plus intere...
SPECIAL REIMBURSEMENT. In the event that Employee becomes entitled to the Severance Compensation Payments; if any payment or benefit paid or payable, or received or to be received, by or on behalf of the Employee in connection with a Change in Control or the termination of Employee's employment, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its subsidiaries, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Employee an additional amount (the "Gross-Up Payment") which amount shall be equal to the sum of (a) the amount of such Excise Tax imposed (determined without regard to the Gross-Up Payment), and (b) the product of (i) such Excise Tax (determined without regard to the Gross-Up Payment), and (ii) the rate of Excise Tax imposed on "golden parachute" payments under Section 4999 of the Code.
SPECIAL REIMBURSEMENT. Notwithstanding any reduction in payments pursuant to section 1.B, in the event that Xxxxxxx’x employment terminates after a Material Change, and he is assessed a tax pursuant to Section 4999 of the Code (the “Parachute Tax”), then Everest Services shall immediately pay Xxxxxxx that additional amount of money (the “Gross-Up Payment”) which will put Xxxxxxx in the same net after tax position had no Parachute Tax been incurred. The Gross-Up Payment shall be sufficient in amount to cover any income or excise tax on the Gross-Up Payment itself. In the event that the Parachute Tax is ultimately determined to exceed the amount taken into account in computing the Gross-Up Payment at the time of the termination of Xxxxxxx’x employment (including by reason of any payment the existence or amount of which could not be determined at the time of the Gross-Up Payment), Everest Services shall make an additional Gross-Up Payment in respect of such excess at the time that the amount of such excess is finally determined. Xxxxxxx and Everest Services shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of any such subsequent liability for the Parachute Tax. Notwithstanding anything herein to the contrary, any Gross-Up Payment (including any additional Gross-Up Payment) made pursuant to this Section 2 shall be made no later than the December 31 following the calendar year in which Xxxxxxx remits the Parachute Tax to which the Gross-Up Payment relates.
SPECIAL REIMBURSEMENT. In the event that HSD assigns the Provider a Federally Qualified Health Clinic (FQHC) and Rural Health Clinic (RHC) Provider Type, the Health Plan acknowledges that payment to provider will utilize the Prospective Payment System (PPS) or alternative payment methodology in compliance with Section 1905(a)(2)(C) of the 1902 Social Security Act.
SPECIAL REIMBURSEMENT. You have informed us that you will have to reimburse to Memotec Communications Inc. an amount of $23,000 (the "AMOUNT") if you leave the employment of Memotec Communications Inc. prior to December 31, 1997. If you accept this offer of employment, we will advance to you, on an interest free basis, the Amount, which shall be forgiven by Discreet if you remain at the employment of Discreet for a period of not less than twelve consecutive months commencing on the Commencement Date, provided you shall have complied during said period with the terms of this agreement, failing which the Amount shall become immediately due and payable upon your cessation of employment.
SPECIAL REIMBURSEMENT. In the event that Xxxxxxx'x employment terminates after a Material Change and he is assessed a tax pursuant to Section 4999 of the Code (the "Parachute Tax"), the Company shall immediately pay Xxxxxxx that additional amount of money (the "Gross-Up Payment") which will put Xxxxxxx in the same net after tax position had no Parachute Tax been incurred. The Gross-Up Payment shall be sufficient in amount to cover any income or excise tax on the Gross-Up Payment itself. In the event that the Parachute Tax is ultimately determined to exceed the amount taken into account in computing the Gross-Up Payment at the time of the termination of Xxxxxxx'x employment (including by reason of any payment the existence or amount of which could not be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess at the time that the amount of such excess is finally determined. Xxxxxxx and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of any such subsequent liability for the Parachute Tax.
SPECIAL REIMBURSEMENT. In the event that Executive's employment is terminated pursuant to clause (a) or (c) of Section 7 and he is assessed a tax pursuant to Section 4999 of the Code (the "Parachute Tax"), the Company shall immediately pay Executive that additional amount of money (the "Gross-Up Payment") which will put Executive in the same net after tax position had no Parachute Tax been incurred. The Gross-Up Payment shall be sufficient in amount to cover any income or excise tax on the Gross-Up Payment itself (and any interest or penalty imposed with respect to an excess parachute payment). In the event that the Parachute Tax is ultimately determined to exceed the amount taken into account in computing the Gross-Up Payment at the time of the termination of Executive's employment (including by reason of any payment the existence or amount of which could not be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (and any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount of such excess is finally determined. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of any such subsequent liability for the Parachute Tax. Notwithstanding the foregoing, the Company shall not have an obligation to include within the Gross-Up Payment any interest or penalty with respect to the Parachute Tax to the extent that (i) at least thirty (30) days prior to the date such Parachute Tax payment is due the Company provides Executive with its calculation of the Parachute Tax due and (ii) Executive could have avoided such interest or penalty by paying the amount due calculated by the Company pursuant to clause (i).
SPECIAL REIMBURSEMENT. In the event that Employee becomes entitled to the Severance Compensation, if any payment or benefit paid or payable, or received or to be received, by or on behalf of the Employee in connection with a Change in Control whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its subsidiaries, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Employee an additional amount (the "Gross-Up Payment") which amount shall be equal to the sum of (a) the amount of such Excise Tax imposed (determined without regard to the Gross-Up Payment), and (b) the product of (i) such Excise Tax (determined without regard to the Gross-Up Payment), and (ii) the rate of Excise Tax imposed on "golden parachute" payments under Section 4999 of the code.
SPECIAL REIMBURSEMENT. In the event that the Executive becomes entitled to the Severance Payments, if any payment or benefit paid or payable, or received or to be received, by or on behalf of the Executive in connection with a Change in Control or the termination of the Executive's employment, whether any such payments or benefits are pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its subsidiaries, any Person, or otherwise (the "Total Payments"), will or would be subject to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") which amount shall be equal to the sum of (a) the amount of such Excise Tax imposed (determined without regard to the Gross-Up Payment), and (b) the product of (i) such Excise Tax (determined without regard to the Gross-Up Payment), and (ii) the Aggregate Combined Marginal Tax Rate. For
