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, any person or entity whose actions result in a Change of Control or any person or entity affiliated with the Company or such person or entity, 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.
Appears in 7 contracts
Samples: Employment Agreement (Ceridian Corp /De/), Employment Agreement (Ceridian Corp /De/), Employment Agreement (Ceridian Corp /De/)
Tax Reimbursement. (aA) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distributions by Ceridianthe Company, any person or entity whose actions result in a Change of Control or any person or entity affiliated with the Company or such person or entity, to or for the your benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, any option agreement, restricted stock award agreement or otherwise, but determined without regard to any payments required under this Section 7.043(iii)) (collectively, the "Payments") would be subject to the excise tax imposed by Section 4999 of the Code or you incur 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 you shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that, after your 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 you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Appears in 1 contract
Samples: Nash Finch Co
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, any person or entity whose actions result in a Change of Control or any person or entity affiliated with the Company or such person or entity, 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.
Appears in 1 contract
Samples: Employment Agreement (Arbitron Inc)
Tax Reimbursement. (aA) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distributions by Ceridianthe Company, any person or entity whose actions result in a Change of Control or any person or entity affiliated with the Company or such person or entity, to or for the your benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, any option agreement, restricted stock award agreement or otherwise, but determined without regard to any payments required under this Section 7.043(iii)) (collectively, the "“Payments"”) would be subject to the excise tax imposed by Section 4999 of the Code or you incur 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 you shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that, after your 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 you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Appears in 1 contract
Samples: Control Agreement (Nash Finch Co)