Special Tax Payment Sample Clauses

Special Tax Payment. You will be entitled to the special Gross-Up Payment set forth in Appendix I to this agreement, to the extent one or more payments or benefits you receive in connection with the Acquisition, whether received before or after the Closing Date, are deemed to constitute parachute payments under Section 280G of the Internal Revenue Code and you otherwise qualify for the Gross-Up Payment in accordance with the provisions of Appendix I. However, should your employment with your Symantec Employer terminate by reason of your voluntary resignation within the eighteen (18)-month period measured from the Closing Date under circumstances which do not qualify as a Resignation for Good Reason or by reason of a Termination without Cause, then you shall not be entitled to any Gross-Up Payment, and to the extent one or more Gross-Up Payments are made to you prior to the termination of your employment under such circumstances, you shall promptly repay those payments on your termination date.
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Special Tax Payment. GROSS UP PAYMENT The following provisions are hereby incorporated into, and are hereby made a part of, that certain Employment Agreement by and between Symantec Corporation (the “Company”) and [ ] (“Executive”) dated December 15, 2004 (the “Employment Agreement”), and such provisions shall be effective immediately. All capitalized terms in this Appendix, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Employment Agreement.
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Special Tax Payment. If any Seller pays any Tax (the “Seller Tax Payment”) which (i) is solely in respect of the taxable profit (the “Transition Period Profit”) of the Company accrued in the period commencing on the Balance Sheet Date and ending on the Closing Date to and only to extent that such profit has not and will not be distributed by the Company to any Seller and (ii) is required to be paid by the Tax Law solely due to the Company’s status as an S corporation within the meaning of Sections 1361 and 1362 of the Code prior to the Closing, Buyer agrees to, upon receipt of the evidence of payment reasonably satisfactory to Buyer, indemnify such Seller against the Seller Tax Payment in a form mutually agreed by Buyer and the Sellers’ Representative. Buyer and Sellers’ Representative agree that the parties will take reasonable best efforts to structure the Seller Tax Payment such that the Taxes on such Seller Tax Payment are minimized and Buyer agrees to indemnify Sellers, if applicable, from any Taxes paid by Sellers as required by the Tax Law solely as a result of Sellers’ receipt of the Seller Tax Payment from Buyer. If any Seller receives any Tax refund or Tax credit in respect of the Seller Tax Payment or the indemnification from Buyer in the foregoing sentence, such Seller shall pay to Buyer such Tax refund or cause such Tax credit to be transferred or otherwise used Buyer, as applicable, each in a form mutually agreed by Buyer and the Sellers’ Representative.
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Special Tax Payment. The Buyer shall pay to the Seller, as additional Purchase Price, an amount equal to the excess of (a) .4432 times the taxable income of the Seller for the period beginning January 1, 2000 through the Closing Date (the "Pre-Closing Income"), over (b) the aggregate amount of dividends paid by the Seller during such period. For this purpose, the Pre-Closing Income of the Seller shall not include any gains, income, losses or deductions arising out of, or attributable to, the transactions contemplated by this Agreement. The Pre-Closing Income of the Seller, for this purpose, shall be calculated by the Seller's accountants in the course of preparing the Tax Returns for the Seller and such calculation shall be submitted to the Buyer for its review no later than fifteen (15) days before the Tax Returns for such period are filed. Any dispute regarding the calculation of the Pre-Closing Income of the Seller shall be resolved in accordance with the procedures set forth in Section 10.4(b)(ii). Any amount payable pursuant to this Section 11.5 shall be grossed-up to reflect any net Taxes due by the Founders (or PVM) with respect to such payment (taking into account, for this purpose, any Tax benefit realized by the Founders (or PVM) in the December 31, 2000 tax year by reason of the Pre-Closing Income) and shall be paid by the Buyer to the Seller as soon as practicable following the final determination of the Seller's Pre-Closing Income, but, in no event, later than August 15, 2001. -56- ARTICLE XII ----------- INDEMNIFICATION ---------------
Sample 1
Special Tax Payment. Within seven days of the execution of this Agreement, the Company shall make a cash payment to the Executive of two hundred seventy nine thousand five hundred eighty two dollars and fifteen cents ($279,582.15) to mitigate certain tax consequences to the Executive in connection with Executive's relocation to New Jersey.
Sample 1
Special Tax Payment. Solely with respect option shares granted pursuant to the Incentive Stock Option Agreement dated as of September 16, 2013 described in Section 4 above and that first become exercisable in 2014 and do not qualify as incentive stock options under the Code (the “Target Shares”), the Company will make a lump sum cash payment to Executive in the amount of the Excess Income Tax due from Executive upon the exercise and sale of such Target Shares; provided, that, the foregoing shall not apply in any circumstance where the remaining shares of Executive’s Incentive Stock Option Agreement do not qualify as incentive stock options at the time of the exercise of the Target Shares. For purposes of the Agreement, “Excess Income Tax” shall mean the differential between the ordinary income tax rate applicable to Executive under the Code and applicable state law and the capital gains tax rate applicable to Executive under the Code and applicable state law. NY:1796264.1
Sample 1

Related to Special Tax Payment

  • Excise Tax Payment If, in connection with a Change in Control, the Internal Revenue Service asserts, or if the Executive or the Company is advised in writing by an established accounting firm, that any payment in the nature of compensation to, or for the benefit of, the Executive from the Company (or any successor in interest) constitutes an “excess parachute payment” under Section 280G of the Code, whether paid pursuant to this Agreement or any other agreement, and including property transfers pursuant to securities and other employee benefits that vest upon a Change in Control (collectively, the “Excess Parachute Payments”) the Company shall pay to the Executive, on demand, a cash sum equal to the amount of excise tax due under Section 4999 of the Code on the entire amount of the Excess Parachute Payments (excluding any payment pursuant to this Section VI(H)(3)) (the "Gross-up Amount"). The payment of the "Gross-up Amount" due to the Executive under this Section VI(H)(3) shall be paid as soon as reasonably possible following demand of payment by the Executive, but in no event later than December 31 of the year following the year (A) any tax is paid to the Internal Revenue Service regarding this Section VI(H)(3) or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section VI(H)(3) is completed or resolved.

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Excise Tax Payments (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all such taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith.

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • Withholding; Tax Payments (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

  • Estimated Tax Payments Not later than three (3) days prior to each Estimated Tax Installment Date with respect to a taxable period for which a Consolidated Return or a Combined Return will be filed, VMware shall pay to Dell Technologies on behalf of the VMware Group an amount equal to the amount of any estimated VMware Separate Tax Liability that VMware otherwise would have been required to pay to a Taxing Authority on such Estimated Tax Installment Date. If the VMware Separate Tax Liability for such taxable period is less than zero, then Dell Technologies shall pay to VMware an amount equal to the Tax Benefit that the Dell Technologies Group anticipates it will recognize for the entire year as a result of the VMware Separate Tax Liability being less than zero for such taxable period. Not later than seven (7) days prior to each such Estimated Tax Installment Date, Dell Technologies shall provide VMware with a written notice setting forth the amount payable by VMware in respect of such estimated VMware Separate Tax Liability and a calculation of such amount.

  • SPECIAL TAX ELECTION The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • Excise Tax Gross-Up Payment (i) In the event it shall be determined that any payment or distribution to Grantee or for Grantee's benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), paid or payable pursuant to this Agreement (a "Payment"), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the "Excise Tax"), then Grantee shall be entitled to receive an additional payment (the "Excise Tax Gross-Up Payment") in an amount such that, after payment by Grantee of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Excise Tax Gross-Up Payment, Grantee retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Excise Tax Gross-Up Payments under this Section 8(n) shall not be conditioned upon Grantee's Separation from Service. For purposes of determining the amount of any Excise Tax Gross-Up Payment, Grantee shall be considered to pay federal income tax at Grantee's actual marginal rate of federal income taxation in the calendar year in which the Excise Tax Gross-Up Payment is to be made, and state and local income taxes at Grantee's actual marginal rate of taxation in the state and locality of Grantee's residence on the date on which the Excise Tax Gross-Up Payment is calculated, for purposes of this Section 8(n), net of Grantee's actual reduction in federal income taxes which could be obtained from deduction of such state and local taxes, and taking into consideration the phase-out of Grantee's itemized deductions under federal income tax law.

  • No Special Taxes The Contributors have no actual knowledge of, nor have they received any written notice of, any special taxes or assessments relating to the Partnership or Property or any part thereof or any planned public improvements that may result in a special tax or assessment against the Property.

  • Special Tax Consequences The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

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