Parachute Excise Tax definition

Parachute Excise Tax means the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code or any successor provision.
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Examples of Parachute Excise Tax in a sentence

  • If payment of Total Payments (as defined below) result in the imposition of a Parachute Excise Tax, the Employee will be entitled to an additional payment in an amount such that, after the payment of all federal and state income, employment and excise taxes on both the Total Payments and the additional payment made pursuant to this Section 6(d)(2), the Employee will be in the same after-tax position as if no Parachute Excise Tax had been imposed.

  • The payments under Section 6 of this Agreement will be made without regard to whether the deductibility of such payments (considered together with any other entitlements or payments otherwise paid or due to the Employee) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would subject the Employee to a Parachute Excise Tax (as defined below).

  • Board members, in particular, either the chairman of the Board or chairman of Board committees or their delegates, appropriate management executives and external auditor will attend annual general meetings to answer Shareholders’ questions.

  • Subject to Section 6.2(b)(i), the amount payable under Section 6.2(a) will be made without regard to whether the deductibility of such payments (considered together with any other entitlements or payments otherwise paid or due to Executive) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would subject Executive to a Parachute Excise Tax.

  • If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Parachute Excise Tax (the “Reduced Amount”).

  • Subject to Section 6.2(b)(i), if payment of the Total Payments result in the imposition of a Parachute Excise Tax, Executive will be entitled to an additional payment in an amount such that, after the payment of the Parachute Excise Tax with respect to the Total Payments and the payment of all federal and state income, employment and excise taxes on additional payment made pursuant to this Section 6.2(b)(ii), Executive will be in the same after-tax position as if no Parachute Excise Tax had been imposed.

  • For purposes of this Section 13(b), the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Parachute Excise Tax will apply to such Payment.

  • Any Gross-Up Payment, as determined pursuant to this Section 5(k), shall be timely paid by the Company on behalf of the Executive directly to the appropriate taxing authorities but in all events no later than the last day of the calendar year after the calendar year in which the applicable Parachute Excise Tax shall be paid.

  • To that end we consider the following impossible lattice which cannot represent a ring.

  • Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the determination of the Executive or his advisor pursuant to Section 3.7, a Golden Parachute Excise Tax will be imposed on any Termination Payment or Payments, the Company shall pay to the applicable government taxing authorities as Golden Parachute Excise Tax withholding, the amount of the Golden Parachute Excise Tax that the Company has actually withheld from the Termination Payment or Payments.

Related to Parachute Excise Tax

  • parachute payments shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 6 and 7 of this Agreement have substantial value to the Company and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the Parties intend that an amount equal to not less than the Executive’s highest annual base salary during the 12-month period immediately prior to the Executive’s termination of employment shall be in consideration of the covenants in Sections 6 and 7 below. The Consulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.

  • Excise Tax means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

  • Parachute Payment means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

  • Parachute Value of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

  • Excess Parachute Payment means a payment described in Section 280G(b)(1) of the Code.

  • Golden parachute payment is used with same meaning as in Section 111(b)(2)(C) of EESA.

  • Excise Taxes see Section 5.1.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Parachute Payment Ratio means a fraction the numerator of which is the value of the applicable “parachute payment” for purposes of Section 280G of the Code and the denominator of which is the actual present value of such payment.

  • Total Payments means those payments so described in Section 6.2 hereof.

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Section 280G means Section 280G of the Code and the Treasury regulations promulgated thereunder or any similar or successor provision.

  • Change in Control Payment means any payment or distribution by the Corporation in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Section 409A Limit means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

  • Severance Amount means:

  • 280G Cap Cap" or "280G Cap" shall mean an amount equal to 2.99 times Executive's "Base Period Income." This is the maximum amount which Executive may receive without becoming subject to the excise tax imposed by Section 4999 of the Code or which Company may pay without loss of deduction under Section 280G of the Code.

  • Golden Parachute Provision. Any payments made to the EMPLOYEE pursuant to this AGREEMENT or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

  • Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

  • Gross-Up Payment shall have the meaning set forth in Section 6.2 hereof.

  • Safe Harbor Amount means 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

  • Change in Control Benefits means the following benefits:

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Includible Compensation means an Employee’s actual wages in box 1 of Form W-2 for a year for services to the Employer, but subject to a maximum of $245,000 (or such higher maximum as may apply under section 401(a)(17) of the Code) and increased (up to the dollar maximum) by any compensation reduction election under section 125, 132(f), 401(k), 403(b), or 457(b) of the Code (including any Elective Deferral under the Plan). Beginning in 2009 and thereafter, such term also includes any “differential pay” that may be received from the Employer while performing qualified military service under section 414(u) of the Code. The amount of Includible Compensation is determined without regard to any community property laws.