Tax Reimbursement Payment. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Company to or for the benefit of Executive as a result of a Change in Control, as defined herein, (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, 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 are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “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 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.
(ii) Subject to the provisions of subsection (iii) below, all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, 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 accounting firm or law firm selected by the Executive, subject to the consent of the Company, which consent shall not be unreasonably withheld (the “Tax Firm”); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by the Executive unless it delivers to Executive a written opinion (the “Tax Opinion”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Executive’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Executive. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this Section 8, shall provide to the Company and Executive a written report setting forth such determinations, together with detailed suppo...
Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the Company or any affiliate (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in this Section an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income tax and other tax on the Tax Reimbursement Payment provided for by this Section, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.
Tax Reimbursement Payment. If the amount or benefit paid or distributed to the Executive by the Company or any Person that is an Affiliate of the Company, whether pursuant to this Agreement or otherwise with respect to employment by the Company after the Employment Date (collectively, the "Covered Payments"), is or becomes subject to the tax imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed (the "Excise Tax") and if this Agreement has been approved by a separate vote of the Company's shareholders in accordance with Section 7(g) below, the Company shall pay to the Executive, at the time specified in Section 7(f) below, the Tax Reimbursement Payment (as defined below). The Tax Reimbursement Payment is defined as an amount, which when added to the Covered Payments and reduced by any Excise Tax on the Covered Payments and any federal, state and local income tax and Excise Tax on the Tax Reimbursement Payment provided for by this Agreement (but without reduction for any federal, state and local income or employment tax on such Covered Payments), shall be equal to the sum of (i) the amount of the Covered Payments; and (ii) an amount equal to the product of any otherwise permitted deductions disallowed for federal, state or local income tax purposes as a result of the inclusion of the Tax Reimbursement Payment in the Executive's adjusted gross income and the applicable marginal rate of federal, state or local income taxation if the Tax Reimbursement Payment had not been made, respectively, for the calendar year in which the Tax Reimbursement Payment is to be made.
Tax Reimbursement Payment. Anything in this Agreement to the contrary notwithstanding, in the event that any amount or benefit paid, payable, or to be paid, or distributed, distributable, or to be distributed to or with respect to the Executive by the Corporation, the Subsidiary or any other Affiliate (collectively, the "Covered Payments"), is or becomes, at any time, as a result of (a) any Internal Revenue Service claims or assertions, or (b) Section 6.8.2 below or otherwise, subject to the excise tax imposed by or under Section 4999 of the Code (or any similar tax that may hereafter be imposed), and/or any interest or penalties with respect to such excise tax (such excise tax, together with such interest and penalties, are hereinafter collectively, referred to as the "Excise Tax"), the Corporation shall pay to the Executive at the time specified in Section 6.9 below an additional amount (the "Tax Reimbursement Payment") such that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to such taxes), including, without limitation, any Excise Tax, imposed on or attributable to the Tax Reimbursement Payment provided by this Agreement, the Executive retains an amount of the Tax Reimbursement Payment equal to the sum of (a) the amount of the Excise Tax imposed upon the Covered Payments, and (b) an amount equal to the product of (i) any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Tax Reimbursement Payment in the Executive's adjusted gross income, and (ii) the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Tax Reimbursement Payment is made or is to be made.
Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to the Executive by the Corporation or any Affiliated Company, whether pursuant to this Agreement or otherwise (collectively, the "Covered Payments"), is or becomes subject to the tax (the "Excise Tax") imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, the Corporation shall either pay to the Executive or contribute for the benefit of the Executive to a "rabbi" trust established by the Corporation prior to the Change of Control Date, at the time specified in Section 8(e) below, the Tax Reimbursement Payment (as defined below). The Tax Reimbursement Payment is defined as an amount, which when added to the Covered Payments and reduced by any Excise Tax on the Covered Payments and any federal, state and local income tax and Excise Tax on the Tax Reimbursement Payment provided for by this Agreement (but without reduction for any federal, state or local income or employment tax on such Covered Payments), shall be equal to the sum of (i) the amount of the Covered Payments, and (ii) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Tax Reimbursement Payment in the Executive's adjusted gross income and the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Tax Reimbursement Payment is to be made.
Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Employee pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Employee by the Company or any affiliated company in connection with the Change in Control that are treated as parachute payments under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code” and such payments, collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, Parent or Employer shall pay to Employee at the time specified in subparagraph 5(e)(5) below an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by Employee with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income tax and Excise Tax on the Tax Reimbursement Payment provided for by this paragraph 5(e), but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.
Tax Reimbursement Payment. In the event that any amount or benefit that may be paid, distributed or otherwise provided to the Designated Employee by the Company or any affiliated company, whether pursuant to this Plan or otherwise (collectively, the "Covered Payments"), is or may become subject to the tax imposed under Section 4999 of the Code (the "Excise Tax") or any similar tax that may hereafter be imposed, the Company shall either pay to the Designated Employee or irrevocably contribute for the benefit of the Designated Employee to a trust conforming with the requirements of Section 4 above (and may be part of that trust) established by the Company prior to the Change of Control giving rise to the Excise Tax, at the time specified in Section 6(e) below, the Tax Reimbursement Payment (as defined below). The Tax Reimbursement Payment is defined as an amount, which when reduced by any Excise Tax on the Covered Payments and any Federal, state and local income taxes, employment and excise taxes (including the Excise Tax) on the Tax Reimbursement Payment (but without reduction for any Federal, state or local income or employment taxes on such Covered Payments), shall be equal to the product of any deductions disallowed for Federal, state or local income tax purposes because of the inclusion of the Tax Reimbursement Payment in Designated Employee's adjusted gross income and the highest applicable marginal rate of Federal, state and local income taxation, respectively, for the calendar year in which the Tax Reimbursement Payment is to be made.
Tax Reimbursement Payment a. Notwithstanding anything to the contrary contained in this Agreement, in any plan of the Company, or in any other agreement or understanding, the Company will pay to the Executive, at the times herein specified, an amount (the "ADDITIONAL AMOUNT") equal to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), if any, incurred or to be incurred by the Executive by reason of the payments under this Agreement, acceleration of vesting of stock options, stock appreciation rights or restricted stock granted under the Company's various stock option, stock appreciation or other employee incentive plans, or payments under any other plan, agreement or understanding between the Executive and the Company, constituting Excess Parachute Payments (as defined below), plus all excise taxes and federal, state and local income taxes incurred or to be incurred by the Executive with respect to receipt of the Additional Amount. For purposes of this Agreement, the term "EXCESS PARACHUTE PAYMENT" shall mean any payment or any portion thereof which would be an "excess parachute payment" within the meaning of Section 280G(b) of the Code, and which would result in the imposition of an excise tax on the Executive under
Tax Reimbursement Payment. (a) Notwithstanding anything to the contrary contained in this Agreement, in any plan of GEC or its affiliates, or in any other agreement or understanding, GEC will pay to Key Employee, at the times hereinafter specified, an amount (the “Additional Amount”) equal to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), if any, incurred or to be incurred by Key Employee by reason of the payments under this Agreement, payments under the supplemental executive retirement plan, acceleration of vesting of stock options or restricted stock granted under the GEC 1991 Stock Option and Incentive Plan or the GEC 1993 Stock Option and Incentive Plan, or payments under any other plan, agreement or understanding between Key Employee and GEC or its affiliates, constituting Excess Parachute Payments (as defined below), plus all excise taxes and federal, state and local income taxes incurred or to be incurred by the Key Employee with respect to receipt of the Additional Amount. For purposes of this Agreement, the term “Excess Parachute Payment” shall mean any payment or any portion thereof which would be an “excess parachute payment” within the meaning of Section 280G(b) of the Code, and which would result in the imposition of an excise tax on the Key Employee under Section 4999 of the code. Attached hereto as Exhibit A is an example illustrating the computation of the Additional Amount.
Tax Reimbursement Payment. (a) Notwithstanding anything to the contrary contained in this Agreement, or in any plan of the Company, or in any other agreement or understanding, the Company will pay to the Executive, at the times herein specified, an amount (the "Additional Amount") equal to the excise tax under Section 4999 of the Code, if any, incurred or to be incurred by the Executive by reason of the payments under this Agreement, acceleration of vesting of stock options, stock appreciation rights or restricted stock granted under the Company's various stock option, stock appreciation or other employee incentive plans, or payments under any other plan, agreement or understanding between the Executive and the Company, constituting Excess Parachute Payments (as defined below), plus all excise taxes and federal, state and local income taxes incurred or to be incurred by the Executive with respect to the receipt of the
