Tax Reimbursement Payments Sample Clauses

Tax Reimbursement Payments. 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 its affiliates (collectively, the “Covered Payments”), including, without limitation, any profits realized in respect of the receipt, vesting or exercise of stock options or warrants and similar events, are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Company shall pay to Employee at the time specified below an additional amount (the “Tax Reimbursement Payment”), such that the net amount retained by Employee with respect to such Covered Payments, after deducting any Excise Tax on the Covered Payments, as well as any Federal, state and local income taxes and Excise Tax on the Tax Reimbursement Payment provided for by this Section 9, 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. The Company shall reimburse Employee only as a result of excise taxes imposed under Section 4999 of the Code (or a successor Code provision of comparable intent). (a) For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (b) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants or tax counsel selected by such Accountants (the “Accountants”), such Covered Payments, in whole or in part, either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to the Excise Tax, and (i) the value of any non-cash benefits or any deferred payments or benefits shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. (c) For purposes of determining the amount of the Tax Reimbursement Payment, Employee shall be deemed to pay: (i) Federal income taxes at the highest applicable margi...
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Tax Reimbursement Payments. 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 its affiliates (collectively, the “Covered Payments”), including, without limitation, any profits realized in respect of the receipt, vesting or exercise of stock options or warrants and similar events, are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Company shall pay to Employee at the time specified below an additional amount (the “Tax Reimbursement Payment”), such that the net amount retained by Employee with respect to such Covered Payments, after deducting any Excise Tax on the Covered Payments, as well as any Federal, state and local income taxes and Excise Tax on the Tax Reimbursement Payment provided for by this Section 9, 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. The Company shall reimburse Employee only as a result of excise taxes imposed under Section 4999 of the Code (or a successor Code provision of comparable intent).
Sample 1
Tax Reimbursement Payments. 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 its affiliates (collectively, the “Covered Payments”), including, without limitation, any profits realized in respect of the receipt, vesting or exercise of stock options or warrants and similar events, are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Company shall pay to Employee at the time specified below an additional amount (the “Tax Reimbursement Payment”), such that the net amount retained by Employee with respect to such Covered Payments, after deducting any Excise Tax on the Covered Payments, as well as any Federal, state and local income taxes and Excise Tax on the Tax Reimbursement Payment provided for by this Section 9, but before deduction for any Federal, state or local income or employment tax
Sample 1

Related to Tax Reimbursement Payments

  • Tax Reimbursement (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distributions by Ceridian to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any payments required under this Section 7.04) (collectively, the "Payments") 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 (and any interest or penalties imposed with respect to such taxes), including any income taxes 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. (b) Subject to the provisions of Section 7.04(d), all determinations required to be made under this Section 7.04, including whether and when a Gross-Up Payment is required and the amount such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ceridian's external auditors (the "Accounting Firm"), which shall provide detailed supporting calculations both to Ceridian and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by Ceridian. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the "Accounting Firm" hereunder). All fees and expenses of the Accounting Firm shall be borne solely by Ceridian. Any Gross-Up Payment, as determined pursuant to this Section 7.04, shall be paid by Ceridian to Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon Ceridian and Executive. (c) As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made by Ceridian will not have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that Ceridian exhausts its remedies pursuant to Section 7.04(d) and Executive thereafter is required to make a payment of any additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Ceridian to or for the benefit of Executive. (d) Executive shall notify Ceridian in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by Ceridian of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive knows of such claim and shall apprise Ceridian of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to Ceridian (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Ceridian notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give Ceridian any information reasonably requested by Ceridian relating to such claim; (ii) take such action in connection with contesting such claim as Ceridian shall reasonably request in writing from time to time, including accepting legal representation with respect to such claim by an attorney reasonably selected by Ceridian; (iii) cooperate with Ceridian in good faith in order to effectively contest such claim; and (iv) permit Ceridian to participate in any proceedings relating to such claim; provided, however, that Ceridian shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.04(d), Ceridian shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Ceridian shall determine; provided further, however, that if Ceridian directs Executive to pay such claim and xxx for a refund, Ceridian shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Ceridian's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (e) If, after the receipt by Executive of an amount advanced by Ceridian pursuant to Section 7.04(d), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to Ceridian's complying with the requirements of Section 7.04(d)) promptly pay to Ceridian the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by Ceridian pursuant to Section 7.04(d), a determination is made that Executive shall not be entitled to any refund with respect to such claim and Ceridian does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following: 4.3.1. Title IV-E Federal Xxxxxx Care Program (Grant “E”). In accordance with the requirements detailed in the specific grant requirements, the Department shall reimburse the Grantee under Xxxxx E the maximum federal dollar share for the following: xxxxxx care maintenance claims for eligible juvenile probation children, dir ect administrative claims, and enhanced administrative claims. Upon review and approval of supporting documentation, the Department shall reimburse the Grantee as requests for reimbursement are presented for payment provided there is sufficient Title IV-E grant award authority against which to process presented claims and providing said funds are being reimbursed to the Department by Texas Department of Family and Protective Services (TDFPS) via the interagency agreement. To be eligible for reimbursement, all costs must be reasonable, allowable, and properly allocated for support of the xxxxxx care program. A direct or enhanced administrative claim is not eligible for reimbursement if the basis of the claim has funding from any other federal source. 4.3.2. JJAEP Program (Grant "P"). Grantees eligible for reimbursements under Xxxxx X shall receive a share of the initial $1,500,000 distribution based on each Grantee's share of the total juvenile population for each school year for the current contract period. Additional funds will be distributed at a rate not to exceed $96 per eligible student attendance day for students who are required to be expelled pursuant to Chapter 37 of the Texas Education Code and who meet the Targeted Grant requirements. The Grantee will not be able to receive the additional funds until the initial amount allocated is earned at the rate of $86 per eligible student attendance day. Payments to the Grantee by the Department shall be limited to no more than 180 days of operation during each regular school year for the current contract period.

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Expense Payments and Reimbursements The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

  • Tuition Reimbursement A. The Employer will reimburse a full-time employee for the cost of tuition in accordance with Regulation 10.12.060 and for the cost of books as long as the subject matter of the specific course or course of study is job-related and the tuition costs do not exceed those found at a state university. The employee must receive approval from the Chief prior to taking the course. Tuition reimbursement shall be approved for all job-related undergraduate and graduate work. A request for tuition shall not be unreasonably denied. B. If an employee receives a scholarship, the total amount of the reimbursement from the Employer, combined with the scholarship, shall not exceed one hundred percent (100%) of the cost of tuition and books. C. A satisfactory grade of C or higher or equivalent is required for reimbursement, and a copy of the course transcript showing satisfactory completion, along with a copy of the approved reimbursement application, a copy of the registration or receipt showing the amount paid, and a taxability of tuition reimbursement Interoffice Communication shall be submitted with the reimbursement request within sixty (60) calendar days of receiving final grades. D. In the event the Employer directs an employee to attend any formal training course, the costs of all books and incidental fees will be paid by the Employer. “Life experience” credits will be reimbursed on a per-credit basis, not to exceed the University of Washington tuition rates. E. Once a request for tuition reimbursement has been approved, the Employer will reimburse the cost of tuition as provided above. Approved tuition reimbursements shall be paid to the employee within sixty (60) calendar days of timely submission to the Employer. An employee shall not receive federal or state educational reimbursement funds that exceed the total tuition for any course. F. If an employee receiving tuition reimbursement misses two (2) consecutive terms of school, the Employer shall send a letter requesting the employee notify the Employer of whether the employee intends to continue to attend school. If the employee does not attend school during the following two (2) terms then the employee must reapply for tuition reimbursement when attendance resumes. G. When an employee completes an educational program, the employee shall notify the Employer so the Employer can remove the employee’s name from the tuition reimbursement list. If the employee pursues an additional degree then the employee must reapply for tuition reimbursement. H. No more than twenty-five percent (25%) of the bargaining unit members shall receive tuition reimbursement at any given time. If at any time the maximum twenty-five percent (25%) limit is reached, then all subsequent requests for tuition reimbursement shall be placed on a waiting list in order of the date of application.

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • Business Expense Reimbursement During the Term of employment, the Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Executive (in accordance with the policies and procedures established by the Company for its senior executive officers) in performing services hereunder, provided the Executive properly accounts therefore.

  • Mileage Reimbursement Subject to the current Vehicle Rules and Regulations established by the Board, an employee who is authorized to use a private automobile in the performance of duties shall be paid the Internal Revenue Service Standard Mileage Rate for the Business Use of a Car for each mile driven during each monthly period.

  • Reimbursements To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

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