Tax Penalty Protection Sample Clauses

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by Executive in connection with a “change in ownership or control” (as such term is defined under Section 280G of the Code — a “280G Change in Ownership”) or the termination of employment (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Premier or its subsidiaries and affiliates (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit that would be received by Executive if no such reduction was made. Whether and how the limitation under this Section 25 is applicable shall be determined under the Section 280G Rules set forth in Annex D hereto.

Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by me in connection with a “change in ownership or control” as such term is defined under Section 280G of the Code (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with the Company or its Related Companies, collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, it shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by me shall exceed the net after-tax benefit that would be received by me if no such reduction was made. Whether and how the limitation under this Section 8.4 is applicable shall be determined under the Section 280G Rules set forth in Exhibit B hereto.

Tax Penalty Protection. First Charter agrees that following the Effective Date of this Agreement (as defined in provision 19 below), and provided all conditions of this Agreement are and continue to be met by Executive, in the event a determination is made by legislation, regulation, ruling or administrative or court decision to Executive or First Charter that the aggregate amount of any payment made to Executive under this Agreement and any other payment to or for the benefit of Executive in the nature of compensation whereby the receipt of which is contingent on a change in control of First Charter as defined by the Internal Revenue Code of 1986, as amended (the "Code") constitute "excess parachute payments" as defined in Code Sections 280G and 4999 (as well as any successor provisions or similar sections thereof), Executive shall be entitled to receive from First Charter, in addition to and separate from any other amounts payable under this Agreement, a lump sum payment equal to 100% of any imposed and determined excise tax under Code Section 4999, plus an amount equal to the federal and state income tax, FICA, and Medicare taxes (based upon Executive's projected marginal income tax rates) on such lump sum payment, if and as applicable. The amounts under this provision 7.k. shall be paid to Executive as soon as may be practicable after such final determination is made. First Charter and Executive further agree to mutually and reasonably determine whether or not such excise tax determination has occurred or whether any appeal to such determination should be made.