Tax Gross Up Payments Sample Clauses

Tax Gross Up Payments. (a) If Executive becomes entitled to any payment, benefit or distribution (or combination thereof) by the Company, any affiliated company, or one or more trusts established by the Company for the benefit of its employees, whether paid or payable pursuant to Section 6.2 of this Agreement or any other plan, arrangement, or agreement with the Company or any affiliated company (the “Payments”), which are or become subject to the excise tax imposed by Code Section 4999, 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, hereinafter collectively referred to as the “Excise Tax”), the Company shall pay to Executive an additional payment (the “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 (and any interest and penalties imposed with respect thereto) and the 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) All determinations required to be made under this Section 7, 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 a nationally recognized certified public accounting firm as may be mutually agreed by the Company and the Executive (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and Executive within ten business days after the receipt of notice from Executive that Payments were made, or such earlier time as is required by the Company; provided that, for purposes of determining the amount of any Gross-Up Payment, Executive 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 individuals in the state or locality of Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income t...

Tax Gross Up Payments. Any tax gross-up payments to which Executive is entitled hereunder shall be paid to Executive no later than December 31 of the year next following the year which Executive remits the related tax payments to the applicable tax authorities, including the amount of additional taxes imposed upon Executive due to the Company’s reimbursement of the taxes on the compensation subject to the tax gross up.

Tax Gross Up Payments. (i) Whether or not your employment is terminated, if any of the payments provided for in this Agreement or any other payment or benefit received or to be received by you in connection with a Change in Control or the termination of your employment (collectively, the “Change in Control Payments”) will be subject to the tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar tax that may hereafter be imposed (the “Excise Tax”), the Company shall pay to you at the time any such Change in Control Payment is paid an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Change in Control Payments and any federal, state and local income tax and Excise Tax upon the Gross-Up Payment, shall be equal to the Change in Control Payments. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your personal residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you 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 directly and indirectly attributable to such reduction plus interest on the amount of such repayment at the rate provided for in section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any Change in Control Payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest and penalties payable to the taxing authorities with respect to such excess) at the time that the amount of such excess is finally determined. (ii) The Company shall withhold the Excise Tax determined under Section 6(i) above in accordance with section 4999(b) of the Code, and shall withhold federal, state and local income taxes from Change in Control Payments and G...

Tax Gross Up Payments. In addition to such other amounts as are due and payable under this Agreement, the Company shall make such additional payments to Employee as are necessary to provide Employee with enough funds to pay any and all taxes attributable to or resulting from the payment of the Basic Salary, the bonus and any other compensation paid to Employee under this Agreement, including without limitation to any and all income tax arising under the Internal Revenue Code, and state, Canadian and provincial laws with the end result that Employee shall receive the Basic Salary and Bonuses as if no such tax was applicable to the Employee. The Company shall make any payments required by this paragraph no later than 105 days after the last day of Employee's taxable year following the Employee's taxable year in which the applicable Basic Salary and Bonuses are paid to the Employee.

Tax Gross Up Payments. During the CPP Covered Period, the Company is prohibited from providing tax gross-ups or reimbursement for the payment of your taxes to you. For this purpose, providing for such a gross-up at a future date after the CPP Covered Period is also prohibited.

Tax Gross Up Payments. The tax gross-up payment provision of Section 7(f) is amended in its entirety to provide as follows:

Tax Gross Up Payments. There is no agreement, plan or arrangement under which any Target Entity may be required to pay a Tax gross-up, reimbursement, equalization or similar payment to any Person with respect to any Tax-related payments, including without limitation, with respect to any Taxes arising under Section 409A or Section 280G of the Code.

Tax Gross Up Payments. (a) To the extent that Executive incurs or is required to pay or have withheld any United States Federal, state or local income, FICA, FUTA and other similar taxes (the “U.S. Taxes”) with respect to the payments and benefits provided under Section 3 above or this Section 4(a), the Company shall, subject to Section 4(c) below, provide Executive with a gross-up payment (“US Gross-Up Payment”) so that the net amount received and retained by Executive, after taking into account withholdings and payments for such U.S. Taxes, equals the amount that he would have received had there been no U.S. Taxes on such payments and benefits. (b) To the extent that Executive incurs or is required to pay or have withheld any Bermuda social services, health, income or payroll taxes (the “Bermuda Taxes”) with respect to any payments or benefits contemplated by this Agreement, the Company shall, subject to Section 4(c) below, provide Executive with a gross-up payment (the “Bermuda Gross-Up Payment” and, together with the US Gross-Up Payment, the “Gross-Up Payment”) in amount equal to (x) the excess, if any, of (A) the sum of the Bermuda Taxes actually imposed on Executive and the U.S. Taxes actually imposed on Executive on the compensation and benefits payable under this Agreement (net of all tax credits and deductions arising from the payment of such Bermuda Taxes and U.S. Taxes) over (B) the taxes that would have been imposed on Executive if the compensation and benefits were earned solely in Chapel Hill, North Carolina and subject solely to U.S. Taxes plus (y) any Bermuda Taxes or U.S. Taxes imposed on the payments provided in this Section 4(b) so that the net amount received and retained by Executive, after taking into account withholdings and payments for such taxes (and any available tax credits and deductions), equals the net amount that he would have received and retained had there been no Bermuda Taxes and had the payments and benefits provided under this Agreement (other than under this Section 4(b)) been earned in Chapel Hill, North Carolina and subject to only U.S. Taxes (assuming that all such payments and benefits were subject to U.S. Tax). (c) For U.S. Taxes and Bermuda Taxes required to be collected by withholding by the Company Group, such Gross-Up Payment shall be paid contemporaneously with the withholding. For U.S. Taxes and Bermuda Taxes required to be paid by Executive (such as quarterly estimated or extension tax payments, and payments required to be inclu...

Tax Gross Up Payments. The following shall be inserted as Paragraph 4(i) of the Employment Agreement, and the remaining paragraphs of Section 4 shall be re-designated accordingly: i. Anything in this Employment Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment (including any of the Tax Gross-Up Payments as defined below) or benefit (including without limitation any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by the OSCIENT (or any successor thereto or affiliate thereof) to or for your benefit, whether pursuant to the terms of this Employment Agreement, any other agreement, plan, program or arrangement of or with OSCIENT(or any successor) or otherwise (a “Total Payment”) will be subject to the excise tax imposed by section 4999 of the Internal Revenue Code of 1986 as amended (the “Code”) or any comparable tax imposed by any replacement or successor provision of the United States tax law (the “Excise Tax”), OSCIENT shall pay you one or more additional cash payments (the “Tax Gross-Up Payments”) in an aggregate amount that after reduction for all taxes (including but not limited to the Excise Tax) with respect to such Tax Gross-Up Payments is equal to the amount of the Excise Tax (if any) imposed on the Total Payments; provided that, as described in Paragraph 4(n) above, to the extent any Tax Gross-Up Payment would be considered deferred compensation for the purposes of section 409A of the Code, the manner and time of payment shall, if possible, be adjusted to the mutual satisfaction of you and OSCIENT to the extent necessary (but only to the extent necessary) to comply with the requirement of section 409A of the Code with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at section 409A(a)(1)(B) or section 409A(b)(4) of the Code.

Tax Gross Up Payments. The following shall be inserted as Paragraph 4(e) of the Employment Agreement and the remaining paragraphs of Section 4 thereof shall be re-designated accordingly: