Tax Provisions. In the event that the benefits provided for in the Agreement, when aggregated with any other payments or benefits received by the Executive, would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive shall receive a payment from the Company sufficient to pay the Excise Tax, less applicable tax withholding. The payment of any additional excise tax and federal and state income, employment or other taxes arising from the payment made by the Company to the Executive pursuant to the previous sentence shall be the sole responsibility of the Executive. The Company shall pay any amount required by this Section 13 as soon as reasonably practicable, but in no event later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes. Unless the Company and the Executive otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The provisions of this Section 13 shall survive the termination of this Agreement and the Executive’s employment with the Company.”
Appears in 5 contracts
Samples: Employment Agreement (Monolithic Power Systems Inc), Employment Agreement (Monolithic Power Systems Inc), Employment Agreement (Monolithic Power Systems Inc)
Tax Provisions. In the event that the benefits provided for in the Agreement, when aggregated with any other payments or benefits received by the Executive, would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive Executive’s benefits hereunder shall receive a payment from the Company sufficient be either
(a) delivered in full, or
(b) delivered as to pay such lesser extent that would result in no portion of such benefits being subject to the Excise Tax, less whichever of the foregoing amounts, taking into account the applicable tax withholding. The payment of any additional excise tax federal, state and federal local income taxes and state incomethe Excise Tax, employment or other taxes arising from results in the payment made receipt by the Company to the Executive pursuant to the previous sentence shall be the sole responsibility on an after-tax basis, of the Executive. The Company shall pay any greatest amount required by this of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 13 as soon as reasonably practicable, but in no event later than the end 4999 of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxesCode. Unless the Company and the Executive otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The provisions of this Section 13 14 shall survive the termination of this Agreement and the Executive’s employment with the Company.”
Appears in 5 contracts
Samples: Employment Agreement (Monolithic Power Systems Inc), Employment Agreement (Monolithic Power Systems Inc), Employment Agreement (Monolithic Power Systems Inc)
Tax Provisions. In the event that all or any part of the benefits provided for in the Agreement, when aggregated with any other payments or benefits received by the Executive, would (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then the Executive amount of the Executive's benefits to be paid or delivered hereunder shall receive a payment from be either
(a) the Company sufficient full amount of such benefits determined without regard to pay this Section 10, or
(b) such lesser amount which would result in no portion of such benefits being subject to the Excise Tax, less whichever of the foregoing amounts, taking into account the applicable tax withholding. The payment of any additional excise tax federal, state and federal local income taxes and state incomethe Excise Tax, employment or other taxes arising from results in the payment made receipt by the Company to the Executive pursuant to the previous sentence shall be the sole responsibility on an after-tax basis, of the Executive. The Company shall pay any greatest amount required by this of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 13 as soon as reasonably practicable, but in no event later than the end 4999 of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxesCode. Unless the Company and the Executive otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s 's independent public accountants (the “"Accountants”") whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The provisions of Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 13 shall survive the termination of this Agreement and the Executive’s employment with the Companyparagraph.”
Appears in 5 contracts
Samples: Employment Agreement (Skillsoft Public Limited Co), Employment Agreement (Skillsoft Public Limited Co), Employment Agreement (Smartforce Public LTD Co)
Tax Provisions. In the event that the benefits provided for in the Agreement, when aggregated with any other payments or benefits received by the Executive, would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive shall receive a payment from the Company sufficient to pay the Excise Tax, less applicable tax withholding. The payment of any additional excise tax and federal and state income, employment or other taxes arising from the payment made by the Company to the Executive pursuant to the previous sentence shall be the sole responsibility of the Executive. The Company shall pay any amount required by this Section 13 as soon as reasonably practicable, but in no event later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes. Unless the Company and the Executive otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The provisions of this Section 13 shall survive the termination of this Agreement and the Executive’s employment with the Company.”
Appears in 2 contracts
Samples: Employment Agreement (Monolithic Power Systems Inc), Employment Agreement (Monolithic Power Systems Inc)
Tax Provisions. In the event that the benefits provided for in the Agreement, when aggregated with any other payments or benefits received by the ExecutiveCEO, would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive CEO’s benefits hereunder shall receive a payment from the Company sufficient be either
(a) delivered in full, or
(b) delivered as to pay such lesser extent that would result in no portion of such benefits being subject to the Excise Tax, less whichever of the foregoing amounts, taking into account the applicable tax withholding. The payment of any additional excise tax federal, state and federal local income taxes and state incomethe Excise Tax, employment or other taxes arising from results in the payment made receipt by the Company to the Executive pursuant to the previous sentence shall be the sole responsibility CEO on an after-tax basis, of the Executive. The Company shall pay any greatest amount required by this of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 13 as soon as reasonably practicable, but in no event later than the end 4999 of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxesCode. Unless the Company and the Executive CEO otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose determination shall be conclusive and binding upon the Executive CEO and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive CEO shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The provisions of this Section 13 14 shall survive the termination of this Agreement and the ExecutiveCEO’s employment with the Company.”
Appears in 1 contract
Samples: Ceo Employment Agreement (Monolithic Power Systems Inc)
Tax Provisions. In the event that the benefits provided for in the Agreement, when aggregated with any other payments or benefits received by the ExecutiveCEO, would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive CEO shall receive (A) a payment from the Company sufficient to pay such excise tax, plus (B) an additional payment from the Excise Tax, less applicable tax withholding. The payment of any additional Company sufficient to pay the excise tax and federal and state income, income and employment or other taxes arising from the payment payments made by the Company to the Executive CEO pursuant to the previous sentence shall be the sole responsibility of the Executivethis sentence. The Company shall pay any amount all amounts required by this Section 13 as soon as reasonably practicable, but in no event later than the end of the ExecutiveCEO’s taxable year next following the ExecutiveCEO’s taxable year in which the Executive CEO remits the related taxes. Unless the Company and the Executive CEO otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose determination shall be conclusive and binding upon the Executive CEO and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive CEO shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The provisions of this Section 13 shall survive the termination of this Agreement and the ExecutiveCEO’s employment with the Company.”
Appears in 1 contract
Samples: Employment Agreement (Monolithic Power Systems Inc)