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. (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.
Tax Gross Up Payments. (i) Whether or not your employment is terminated, if any of the payments provided for in Section 5(iii) 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 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 payable to the taxing authorities with respect to such excess) at the time that the amount of such excess is finally determined.
Tax Gross Up Payments. The following shall be inserted as Paragraph 5(i) of the Employment Agreement, and the remaining paragraphs of Section 5 shall be re-designated accordingly:
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 tot he 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. The tax gross-up payment provision of Section 7(f) is amended in its entirety to provide as follows:
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.
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. 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. In the event Executive is subject to taxes or levies that are greater than those that would be incurred in the United States (including taxes, if any, that may be imposed on Executive by any political subdivision) by reason of Executive’s services for the Company and/or by reason of Executive’s services for GI and the impact of such taxation or levies on Executive is an increase in Executive’s total tax liability (inclusive of levies) when compared with Executive’s tax liability assuming Executive were subject only to U.S. federal, state and local taxes on all compensation earned both under this Agreement and by reason of his under the GI Employment Agreement, the Company shall make an additional cash payment (the “Gross-Up Payment”) to Executive, as determined pursuant to the provisions set forth in this paragraph. For purposes of calculating Executive’s total tax liability and his hypothetical U.S. tax liability, as described in the preceding sentence, and in determining Executive’s “Excess Tax” (as hereinafter defined), taxes or levies imposed on payments made pursuant to this paragraph shall be disregarded. The Gross-Up Payment shall be determined as follows: Executive’s “Excess Tax” shall be equal to Executive’s total tax liability (taking into account taxes and levies imposed by any country related to services performed for Global Indemnity), reduced (but not below $0) by Executive’s tax liability calculated as though Executive were only subject to U.S. federal, state and local taxes. All such amounts shall be converted to US$ based on an appropriate exchange rate. The Tax Gross-Up Payment shall be an additional cash payment such that, after payment of all U.S. federal, state and local income taxes on such payment, and after payment of all income or similar taxes and levies, if any, imposed by a non- United States country or non-United States political subdivision, and taking into account any available tax credits for foreign taxes paid, Executive will have received a net amount equal to his Excess Tax. The intent of this paragraph is that Executive shall receive, net after all taxes are paid, including U.S. federal, state and local taxes and taxes and levies imposed, both from the Company and for services provided pursuant to the GI Employment Agreement, an amount that is equal to the net amount Executive would have received if all compensation and payments by the Company (other than payments made pursuant to this paragraph) and by reason of Executi...
