Certain Excise Taxes Contract Clauses (81)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Certain Excise Taxes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Employee is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its 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 shall be eit...her (i) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code 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 payments and benefits provided hereunder is necessary shall be made by the 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 the Company or any of its affiliates used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Employee's base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 22 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee's excise tax liabilities under Section 4999 of the Code. View More Arrow
Found in SILVERBOW RESOURCES, INC. contract
Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a "disqualified individual" (as defined in Section 280G(c) of the Code), Internal Revenue Code (the "Code")), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee Executive has the right to receive from the Company or any of its 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 shall be either (i) (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee Executive from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee's Executive "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) (b) paid in full, whichever produces the better net after-tax position to Employee Executive (taking into account any applicable excise tax under Section 4999 of the Code 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 payments and benefits provided hereunder is necessary shall be made by the 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 the Company or any of its affiliates used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Employee's Executive's base amount, then Employee Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 22 17 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee's Executive's excise tax liabilities under Section 4999 of the Code. 10 18. Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without the consent of Executive, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect. View More Arrow
Found in AGILITI, INC. contract
Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, the Plan, if Employee an Eligible Executive is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, the Plan, together with any other payments and benefits which Employee such Eligible Executive has the right to receive from the Company or any of its affiliates, Affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Cod...e), then the payments and benefits provided for in this Agreement the Plan shall be either (i) (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee such Eligible Executive from the Company or any of and its affiliates shall Affiliates will be one dollar ($1.00) less than three times Employee's such Eligible Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee such Eligible Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) (b) paid in full, whichever produces the better net after-tax position to Employee such Eligible Executive (taking into account any applicable excise tax under Section 4999 of the Code 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 payments and benefits provided hereunder is necessary shall be made by the 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 the Company or any of (or its affiliates Affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Employee's such Eligible Executive's base amount, then Employee such Eligible Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 22 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee's such Eligible Executives' excise tax liabilities under Section 4999 of the Code. View More Arrow
Found in Cobalt International Energy, Inc. contract
Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, Plan, if Employee an Eligible Individual is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, Plan, together with any other payments and benefits which Employee such Eligible Individual has the right to receive from the Company or any of its affiliates, would would, either separately or in the aggregate, constitute a "parachute payment" (as defined in S...ection 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement Plan shall be either (i) (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee such Eligible Individual from the Company or any of and its affiliates shall will be one dollar ($1.00) less than three times Employee's such Eligible Individual's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee such Eligible Individual shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) (b) paid in full, whichever produces the better net after-tax position to Employee such Eligible Individual (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if 7 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 in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the 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 the Company or any of (or its affiliates affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Employee's such Eligible Individual's base amount, then Employee such Eligible Individual shall be required to immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 22 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee's such Eligible Individuals' excise tax liabilities under Section 4999 of the Code. View More Arrow
Found in CSW INDUSTRIALS, INC. contract
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Certain Excise Taxes. Notwithstanding anything to the contrary in this Plan, if a Participant is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the Severance Benefit provided for under this Plan, together with any other payments and benefits which the Participant has the right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Severance Benefit provided for under this Plan shall be either (a) reduced (but not below... zero) so that the present value of such total amounts and benefits received by the Participant from the Company will be one dollar ($1.00) less than three times the Participant's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Participant shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax position to the Participant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the payments provided hereunder is necessary shall be made by a nationally recognized accounting or consulting firm selected by the Company in good faith. If a reduced payment is made or provided and through error or otherwise that payment, when aggregated with other payments and benefits from the Company used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Participant's base amount, then the Participant shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Plan shall require the Company to be responsible for, or have any liability or obligation with respect to, the Participant's excise tax liabilities under Section 4999 of the Code. [Remainder of Page Intentionally Left Blank] 7 EXHIBIT A Tier Qualifying Termination Severance Multiplier COBRA Multiplier Tier 1 3.00 24 Tier 2 2.50 18 Tier 3 2.00 12 Tier 4 1.00 12 EXHIBIT B SOLARIS OILFIELD INFRASTRUCTURE, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN FORM OF PARTICIPATION AGREEMENT This Participation Agreement (this "Agreement") is made and entered into by and between [●] (the "Participant") and Solaris Oilfield Infrastructure, Inc. (the "Company") effective as of ______________, 20____ (the "Effective Date"). The Company maintains the Solaris Oilfield Infrastructure, Inc. Executive Change in Control Severance Plan (as amended from time to time, the "Plan"). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Plan. The Plan provides severance payments and benefits in connection with a participant's Qualifying Termination. By signing this Agreement, the Participant acknowledges and agrees that the Participant has read and understands all of the terms of the Plan and this Agreement and that the Participant agrees to participate in the Plan with a Tier [__] Severance Multiplier and COBRA Multiplier. The Participant acknowledges and agrees that such participation is subject to the terms and conditions of the Plan. Miscellaneous: (a)This Agreement shall be governed in all respects by the laws of the State of Texas without regard to the principles of conflict of law. (b)This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c)This Agreement and the Plan represent the entire agreement between the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the Company and the Participant. If any dispute should arise under this Agreement, it shall be settled in accordance with the terms of the Plan. (d)This Agreement shall be binding on the executors, heirs, administrators, successors and assigns of the Participant and the successors and assigns of Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Company. View More Arrow
Found in Solaris Oilfield Infrastructure, Inc. contract
Certain Excise Taxes. Notwithstanding anything to the contrary in this Plan, if a Participant is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the Severance Benefit provided for under this Plan, together with any other payments and benefits which the Participant has the right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Severance Benefit provided for under this Plan shall be either (a) reduced (but not below... zero) so that the present value of such total amounts and benefits received by the Participant from the Company will be one dollar ($1.00) less than three times the Participant's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Participant shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax position to the Participant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the payments provided hereunder is necessary shall be made by a nationally recognized accounting or consulting firm selected by the Company in good faith. If a reduced payment is made or provided and through error or otherwise that payment, when aggregated with other payments and benefits from the Company used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Participant's base amount, then the Participant shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Plan shall require the Company to be responsible for, or have any liability or obligation with respect to, the Participant's excise tax liabilities under Section 4999 of the Code. [Remainder of Page Intentionally Left Blank] 7 8 EXHIBIT A Tier Qualifying Termination Severance CIC Qualifying Termination Tier Multiplier COBRA Period(Cash) Period(COBRA) Multiplier Period Tier 1 3.00 24 0.75 9 months 12 months 1.00 12 months Tier 2 2.50 18 Tier 3 2.00 12 Tier 4 1.00 12 0.50 6 months 6 months 0.75 9 months EXHIBIT B SOLARIS OILFIELD INFRASTRUCTURE, RAIN THERAPEUTICS INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN FORM OF PARTICIPATION AGREEMENT This Participation Agreement (this "Agreement") is made and entered into by and between [●] [•] (the "Participant") and Solaris Oilfield Infrastructure, Rain Therapeutics Inc. (the "Company") effective as of ______________, 20____ (the "Effective Date"). , 20 . The Company maintains the Solaris Oilfield Infrastructure, Rain Therapeutics Inc. Executive Change in Control Severance Plan (as amended from time to time, the "Plan"). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Plan. The Plan provides severance payments and benefits in connection with a participant's Qualifying Termination or CIC Qualifying Termination. By signing this Agreement, the Participant acknowledges and agrees that the Participant he or she has read and understands all of the terms of the Plan and this Agreement and that the Participant agrees to participate in the Plan with a Tier [__] [ ] Severance Multiplier Multipliers and COBRA Multiplier. Severance Periods. The Participant acknowledges and agrees that such participation is subject to the terms and conditions of the Plan. Miscellaneous: (a)This (a) This Agreement shall be governed in all respects by the laws of the State of Texas California without regard to the principles of conflict of law. (b)This (b) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c)This (c) This Agreement and the Plan represent the entire agreement between the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the Company and the Participant. If any dispute should arise under this Agreement, it shall be settled in accordance with the terms of the Plan. (d)This (d) This Agreement shall be binding on the executors, heirs, administrators, successors and assigns of the Participant and the successors and assigns of Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Company. View More Arrow
Found in Rain Therapeutics Inc. contract
Certain Excise Taxes. Notwithstanding anything to the contrary in this Plan, if a Participant is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the Severance Benefit provided for under this Plan, together with any other payments and benefits which the Participant has the right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Severance Benefit provided for under this Plan shall be either (a) reduced (but not below... zero) so that the present value of such total amounts and benefits received by the Participant from the Company will be one dollar ($1.00) less than three times the Participant's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Participant shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax position to the Participant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the payments provided hereunder is necessary shall be made by a nationally recognized accounting or consulting firm selected by the Company in good faith. If a reduced payment is made or provided and through error or otherwise that payment, when aggregated with other payments and benefits from the Company used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Participant's base amount, then the Participant shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Plan shall require the Company to be responsible for, or have any liability or obligation with respect to, the Participant's excise tax liabilities under Section 4999 of the Code. [Remainder of Page Intentionally Left Blank] 7 9 EXHIBIT A Tier Qualifying Termination Severance Multiplier COBRA Multiplier Tier 1 3.00 24 1.0 12 Tier 2 2.50 18 Tier 3 2.00 12 Tier 4 1.0 12 EXHIBIT B SOLARIS OILFIELD INFRASTRUCTURE, PETCO HEALTH AND WELLNESS COMPANY, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN FORM OF PARTICIPATION AGREEMENT This Participation Agreement (this "Agreement") is made and entered into by and between [●] (the "Participant") and Solaris Oilfield Infrastructure, Petco Health and Wellness Company, Inc. (the "Company") effective as of ______________, 20____ (the "Effective Date"). 20____. The Company maintains the Solaris Oilfield Infrastructure, Petco Health and Wellness Company, Inc. Executive Change in Control Severance Plan (as amended from time to time, the "Plan"). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Plan. The Plan provides severance payments and benefits Severance Benefits in connection with a participant's the Participant's Qualifying Termination. By signing this Agreement, the Participant acknowledges and agrees that the Participant has read and understands all of the terms of the Plan and this Agreement and that the Participant agrees to participate in the Plan with as a Tier [__] Severance Multiplier and COBRA Multiplier. Participant. The Participant acknowledges and agrees that such participation is subject to the terms and conditions of the Plan. Miscellaneous: (a)This 1. This Agreement shall be governed in all respects by the laws of the State of Texas California without regard to its choice of law provisions that would require the principles of conflict of law. (b)This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c)This Agreement and the Plan represent the entire agreement between the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the Company and the Participant. If any dispute should arise under this Agreement, it shall be settled in accordance with the terms application of the Plan. (d)This Agreement shall be binding on the executors, heirs, administrators, successors and assigns laws of the Participant and the successors and assigns of Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Company. a different jurisdiction. View More Arrow
Found in PET Acquisition LLC contract
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