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No Excise Tax Gross-Up; Possible Reduction in Payments. Executive is not entitled to any gross-up or other payment for golden parachute excise taxes Executive may owe pursuant to Section 4999 of the Code. In the event that any amounts payable pursuant to this Agreement or other payments or benefits otherwise payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 4 would be subject to the excise tax imposed by Section 4999 of the Code, then such amounts payable under this Agreement and under such other plans, programs and agreements shall be either # delivered in full, or # delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this Section 4 shall occur in the following order: # reduction of amounts payable under Section 4(b) or other cash payments, beginning with payments scheduled to occur soonest; # reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and # reduction of other benefits paid or provided to Executive.

NoCertain Excise Tax Gross-Up; Possible ReductionTaxes. Notwithstanding anything to the contrary in Payments.this Agreement, if Executive is not entitled to any gross-up or other payment for golden parachute excise taxes Executive may owe pursuant toa “disqualified individual” (as defined in Section 4999280G(c) of the Code. InCode), and the event thatpayments and benefits provided for in this Agreement, together with any amounts payable pursuantother payments and benefits which Executive has the right to receive from Company, any member of the Company Group or any of their respective affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement or other payments orshall be either # reduced (but not below zero) so that the present value of such total amounts and benefits otherwise payable toreceived by Executive # constitute “parachute payments” within the meaning of Section 280Gfrom Company, any member of the Code,Company Group or any of their respective affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and # but for this Section 4 wouldso that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code, then such amounts payable under this Agreement and under such other plans, programs and agreements shall be eitherCode or # deliveredpaid in full, or # delivered aswhichever produces the better net after-tax position to such lesser extent which would result in no portion of such benefits being subject toExecutive (taking into account any applicable excise tax under Section 4999 of the Code, whicheverCode and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the foregoing amounts, taking into accountpayments and benefits provided hereunder is necessary shall be made by Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Company, any member of the applicable federal, state and local income and employment taxes and theCompany Group or any of their respective affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this Section 22 shall require Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxableliabilities under Section 4999 of the Code. Any reduction in payments and/or benefits required by this Section 4 shall occur in the following order: # reduction of amounts payable under Section 4(b) or other cash payments, beginning with payments scheduled to occur soonest; # reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and # reduction of other benefits paid or provided to Executive.

No Excise Tax Gross-Up; Possible ReductionApplication of Golden Parachute Limits. Anything in Payments. Executive is not entitledthis Agreement to the contrary notwithstanding, in the event it shall be determined that any gross-uppayment or other paymentdistribution by the Company or its successor to or for golden parachute excise taxes Executive may owethe benefit of Executive, whether paid or payable or distributed or distributable pursuant to Section 4999the terms of the Code. In the event that any amounts payable pursuant to this Agreement or other payments or benefits otherwise payable to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 4(a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, then suchCode (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts payable under this Agreement and under such other plans, programs and agreements shall be either # delivered in full, or # delivered aswith respect to such lesser extent which would resultexcise tax, and any interest in no portionrespect of such benefitspenalties, additions to tax or additional amounts, being collectively referred herein to as the “Excise Tax”), then if the aggregate of all Payments that would be subject to excise taxthe Excise Tax, reduced by all Federal, state and local taxes applicable thereto, including the Excise Tax is less than the amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under Section 4999[Section 280G] of the Code, whichever ofthen, such Payments shall be reduced or eliminated to the foregoing amounts, taking into accountextent necessary so that the applicable federal, state and local income and employment taxes andaggregate Payments received by Executive will not be subject to the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), resultsExcise Tax. If a reduction in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. AnyPayments is necessary, reduction in payments and/or benefits required by this Section 4 shall occur in the following order: #first, a reduction of amounts payable under Section 4(b) orcash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in any other cash payments, beginning with payments scheduledamount payable to occur soonest; #Executive; third, the reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G of the Code); and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of equity awards (investing of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the grant);assumptions to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and # reductionreasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of other benefits paidthe Accounting Firm shall be borne solely by the Company or provided to Executive.its successor.

No Excise Tax Gross-Up; Possible Reduction in Payments.Taxes. If any payments or benefits paid or provided or to be paid or provided to the Executive is not entitled to any gross-up or other payment for golden parachute excise taxes Executive may owethe Executive's benefit pursuant to Section 4999the terms of the Code. In the event that any amounts payable pursuant to this Agreement or other paymentsotherwise in connection with, or benefits otherwise payable to Executive # constitute “parachute payments” withinarising out of, employment with the meaning of Section 280G ofCompany or its subsidiaries or the Code, and # but for this Section 4termination thereof (a "Employment Payment" and, collectively, the "Employment Payments") would be subject to the excise tax imposed by Section 4999 of the Code, then such amounts payable under this Agreement and under such other plans, programs and agreements shall be either # delivered in full, or # delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Sectionsection 4999 of the Code (and any equivalent state or local excise taxes)(the "Excise Tax"), results inthen the receipt by Executive, on an after-tax basis,Executive may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section 280G of the greatest amountCode (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Executive does not elect to have Employment Payments reduced to the Scaled Back Amount, the Executive shall be responsible for payment of benefits, notwithstanding that allany Excise Tax resulting from the Employment Payments and the Executive shall not be entitled to a grossup payment under this Agreement or some portion ofany other arrangement for such benefits mayExcise Tax. If the Employment Payments are to be taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this Section 4reduced, they shall occurbe reduced in the following order: # reduction of amounts payable under Section 4(b) or other cash payments, beginning with payments scheduled to occur soonest; # reduction of vesting acceleration of equity awards (in reverse order of the datepriority: # first from cash compensation, # next from equity compensation, then # pro‑rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the grant); and #foregoing categories are to be reduced first, the Employment Payments that will produce the greatest present value reduction of other benefits paid orin the Employment Payments with the least reduction in economic value provided to Executive.the Executive shall be reduced first.

No Excise Tax Gross-Up; Possible Reduction in Payments. Executive is not entitled to any gross-up or other payment for golden parachute excise taxes Executive may owe pursuant to Section 4999 of the Code. In the event that any amounts payablepayment or benefit received or to be received by Executive pursuant to this AgreementAgreement, pursuant to another compensation or other paymentsbenefit program or benefits otherwise payable to Executive(“Payments”) would # constitute a “parachute payments”payment” within the meaning of Section 280G of the Code,Code and # but for this Section 4 would13, be subject to the excise tax imposed by Section 4999 of the Code,Code (“Excise Tax”), then such amounts payable underPayments shall either be # provided in full pursuant to the terms of this Agreement and under suchany other plans, programs and agreements shall be either # delivered in full,plan, program or applicable agreement, or # deliveredprovided as to such lesser extent which would result in no portion of such benefitsPayments being subject to excise tax under Section 4999 of the Code,Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state and local incomeincome, employment and employmentother taxes and the excise tax imposed by Section 4999 of the Code (andExcise Tax (including, without limitation, any equivalent stateinterest or local excisepenalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits,payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such benefitsPayments may be taxable under Section 4999 ofsubject to the Code. Any reduction in payments and/or benefits required by this Section 4 shall occur in the following order: # reduction of amounts payable under Section 4(b) or other cash payments, beginning with payments scheduled to occur soonest; # reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and # reduction of other benefits paid or provided to Executive.Excise Tax.

No Excise Tax Gross-Up; Possible Reduction in Payments. Executive is not entitled to any gross-up or other payment for golden parachute excise taxes Executive may owe pursuant to Section 4999 of the Code.Golden Parachute Tax. In the event that any amounts payablepayments, entitlements or benefits (whether made or provided pursuant to this Agreement or other payments or benefits otherwise payableotherwise) provided to Executive # constitute “parachute payments” within the meaning of Section 280G of the Code, and # but for this Section 4 wouldInternal Revenue Code (“Code”), may be subject to thean excise tax imposed bypursuant to Section 4999 of the Code, then such amounts payable under this Agreement and under such other plans, programs and agreementsthen, Executive shall be eitherentitled to the greater of, as determined on an after-tax basis (taking into account any such excise tax), # delivered in full,such parachute payments or # deliveredthe greatest reduced amount of such parachute payments as to such lesser extent which would result in no portionamount of such benefitsparachute payments being subject to such excise taxtax. Any such payment reduction contemplated by the preceding sentence shall be implemented as follows: first, by reducing any payments to be made to Executive under Section 4999 ofparagraph 4(a)(ii)(B) or 4(b)(ii)(B) hereof, as applicable; second, by reducing any other cash payments to be made to Executive but only if the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portionvalue of such benefits may be taxable under Section 4999cash payments is not greater than the parachute value of such payments; third, by cancelling the Code. Any reduction in payments and/or benefits required by this Section 4 shall occur in the following order: # reduction of amounts payable under Section 4(b) or other cash payments, beginning with payments scheduled to occur soonest; # reductionacceleration of vesting acceleration of equityany outstanding equity-based compensation awards (in reverse orderthat are subject to performance vesting, the performance goals for which were met as of Executive’s date of termination or if later the date of the grant);occurrence of the change in control; fourth, by cancelling the acceleration of vesting of any restricted stock or restricted stock unit awards; fifth, by eliminating the Company’s payment of the cost of any post-termination continuation of medical and dental benefits for Executive and his eligible dependents and sixth, by cancelling the acceleration of vesting of any stock options or stock appreciation rights. In the case of the reductions to be made pursuant to each of the above-mentioned clauses, the payment and/or benefit amounts to be reduced and the acceleration of vesting to be cancelled shall be reduced or cancelled in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced # only to the extent that the payment and/or benefit otherwise to be paid or the vesting of the award that otherwise would be accelerated, would be treated as a “parachute payment” within the meaning of [Section 280G(b)(2)(A)] of the Code, and # only to the extent necessary to achieve the required reduction hereunder. The determination of other benefits paid or providedsuch after-tax amount under clauses (i) and (ii), above, shall be made by a nationally recognized certified public accounting firm that is selected by the Company and for purposes of present valuing any such payments under Treasury Regulation 1.280G-1 Q&A 32, the discount rate to Executive.be used shall be the applicable Federal rate as in effect on the Effective Date.

No Excise Tax Gross-Up; Possible Reduction in Payments. Executive is not entitled to any gross-up or other payment for golden parachute excise taxes Executive may owe pursuant to Section 4999 of the Code. In the event that any amounts payable pursuant to this Agreement or other payments or benefits otherwise payable to Executive # constitute a “parachute payments”payment” within the meaning of Section 280G of the Code, and # but for this Section 4 wouldsentence, be subject to the excise tax imposed by Section 4999 of the Code,Code (the “Excise Tax”), then such amounts payable under this Agreement and under such other plans, programs and agreementsPayment shall be reduced to the Reduced Amount. The “Reduced Amount shall be either # delivered in full, or # delivered as to such lesser extent whichthe largest portion of the Payment that would result in no portion of such benefitsthe Payment being subject to excise tax under Section 4999the Excise Tax or # the total amount of the Code,Payment, whichever of the foregoing amounts,amounts determined under [(A) and (B)], after taking into account theall applicable federal, state and local employment taxes, income and employment taxestaxes, and the excise tax imposed by Section 4999 ofExcise Tax (all computed at the Code (and any equivalent state or local excise taxes)highest applicable marginal rate), results in the receipt by Executive,Executive’s receipt, on an after-tax basis, of the greatestgreater amount of benefits,the Payment notwithstanding that all or some portion of such benefitsthe Payment may be taxable under Section 4999 ofsubject to the Code. AnyExcise Tax. If a reduction in payments and/or benefits required by this Section 4constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: # reduction of amounts payable under Section 4(b) or other cash payments, beginning with payments scheduled to occur soonest; #payments; reduction of employee benefits; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards (inis to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the date of grant of the grant);Executive’s outstanding equity awards. All calculations and # reductiondeterminations made pursuant this [Section 6] will be made by an independent accounting or consulting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of other benefits paid or provided to Executive.making the calculations and determinations required by this [Section 6], the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G of the Code and Section 4999 of the Code. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

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