Taxes Clause Example with 6 Variations from Business Contracts

Taxes. The Notwithstanding anything herein to the contrary, all payments made by the Company shall have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment. The Company (including without limitation members of the Board) shall not be liable to you or other persons as your estate or beneficiaries will be subject to tax withholding pursuant to any unexpected applicable laws or adverse tax... consequence realized by you and you shall be solely responsible for the timely payment of all taxes arising from this Agreement that are imposed on you. regulations. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to you will be exempt from or comply with the requirements of section 409A of the Code and each provisions of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A or an exception thereto. Nevertheless, the Company does not and cannot guarantee any particular tax effect or treatment of the amounts due under this Agreement. Accordingly, you remain solely liable for any adverse tax consequences imposed on you by Section 409A of the Code. In the event this Agreement or any benefit paid to you hereunder is deemed to be subject to Section 409A of the Code, you consent to the Company adopting such conforming amendments or taking such actions as the Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Notwithstanding any provision in the Agreement to the contrary, if upon your "separation from service" within the meaning of Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a "specified employee" (as defined in within the meaning of Code Section 409A), 409A, then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall will defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date such "separation from service" under this Agreement until the earlier of (i) (a) the first business day of the seventh month following your Termination Date "separation from service/' or (ii) ten (10) (b) IO days after the Company receives written valid confirmation of your death. Any such delayed payments shall will be made without interest. Additionally, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall will be subject to the following conditions: (1) (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) (ii) the reimbursement of eligible expenses or in-kind benefits shall will be made promptly, subject to the Company's applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) (iii) the right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit. Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to the Plan or any Agreement be accelerated or subject to further deferral except as otherwise permitted or required pursuant to Section 409A of the Code and you do not have the right to make any election regarding the time or form of any payment due under this Agreement. View More

Taxes. The Company shall have the right to withhold and deduct from any payment or benefit hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment. payment or benefit. The Company (including without limitation the Plan Administrator and members of the Board) shall not be liable to you or other persons as to any unexpected or adverse tax consequence realized by you and you shall be solely responsible for the timely payment of all taxes aris...ing from this Agreement that are imposed on you. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to you will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a "specified employee" (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date until the earlier of (i) the first business day of the seventh month following your Termination Date or (ii) ten (10) days after the Company receives written confirmation of your death. Any such delayed payments shall be made without interest. Additionally, If (a) any or all of the reimbursement of expenses or in-kind payments and benefits provided pursuant to under this Agreement shall be subject would otherwise constitute "parachute payments" as defined under Code Section 280G and (b) the Company in its discretion elects to the following conditions: (1) the expenses eligible solicit its stockholders for reimbursement or in-kind benefits their approval of putative parachute payments in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind accordance with Treasury Regulation Section 1.280G-1 Q&A 6, 7, then such payments and benefits shall be made promptly, conditioned upon and subject to such stockholder approval and you shall cooperate with the Company's Company in such solicitation including without limitation timely executing any required waivers of compensation. -5- 6. No Change in At-Will Status. Your employment with the Company is and shall continue to be at-will, as defined under applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits law. If your employment terminates for any reason, you shall not be subject entitled to liquidation any payments, benefits, damages, awards or exchange for another benefit. compensation other than as provided by this Agreement or required by applicable law, or as may otherwise be established under the Company's then existing employee benefit plans or policies at the time of termination. Nothing in this Agreement modifies your at-will employment status and either you or the Company can terminate the employment relationship at any time, with or without Cause. View More

Taxes. The All compensation paid by the Company shall have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment. The Company (including without limitation members of the Board) shall not be liable to you or other persons as your estate or beneficiaries will be subject to tax withholding pursuant to any unexpected applicable laws or adverse tax consequence realized by you and you shall be... solely responsible for the timely payment of all taxes arising from this Agreement that are imposed on you. regulations. This Agreement is and its payments are intended to be exempt from or comply with the applicable requirements of Code Section 409A and the Company shall be limited, construed and interpreted in a manner so as use its best efforts to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes ensure that there are no violations of Code Section 409A. While it is intended If any taxes under Code Section 409A are imposed on you, then the Company shall within thirty days of the determination that all payments there would be an imposition of such taxes provide you with a payment that will cover the costs of any Code Section 409A taxes, excise taxes, penalties and benefits provided under this interest along with any taxes imposed on such payment so that you will on an after-tax basis (applying the then highest aggregate marginal tax rates) be no worse off than if no Code Section 409A taxes, excise taxes, penalties or interest had been imposed. Notwithstanding any provision in the Agreement to you will be exempt the contrary, if upon your "separation from or comply with service" within the meaning of Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a "specified employee" (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date such "separation from service" under this Agreement until the earlier of (i) the first business day of the seventh month following your Termination Date "separation from service," or (ii) ten (10) days after the Company receives written confirmation notification of your death. Any such delayed payments shall be made without interest. Additionally, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company's applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The provisions of this Section 10 shall survive any termination of this Agreement or your employment. 9 10. Entire Agreement. Except as otherwise specifically provided in this Agreement, this Agreement contains all the legally binding understandings and agreements between you and the Company pertaining to the subject matter of this Agreement and supersedes all such agreements, whether oral or in writing, previously entered into between the parties. In the event of any conflict in terms between this Agreement and any other agreement executed by and between you and the Company or any Company plan or policy, the terms of this Agreement shall prevail and govern. View More

Taxes. The Company shall have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment. The Company (including without limitation members of the its Board) shall not be liable to you or other persons as to any unexpected or adverse tax consequence realized by you and you shall be solely responsible for the timely payment of all taxes arising from this Agreement that are imposed on you. This ...Agreement is intended to comply with the applicable requirements of Internal Revenue Code (the "Code") Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to you will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a "specified employee" (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date until the earlier of (i) the first business day of the seventh month following your Termination Date or (ii) ten (10) days after the Company receives written confirmation of your death. Any such delayed payments shall be made without interest. Additionally, If (i) any or all of the reimbursement of expenses or in-kind Severance payments and benefits provided pursuant to under this Agreement would otherwise constitute "parachute payments" as defined under Code Section 280G and (ii) the Company in its discretion elects to solicit its stockholders for their approval of putative parachute payments in accordance with Treasury Regulation Section 1.280G-1 Q&A 6, 7, then such Severance payments and benefits shall be subject to such stockholder approval and you shall cooperate with the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits Company in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in such solicitation including without limitation timely executing any other taxable year; (2) the reimbursement required waivers of eligible expenses or in-kind benefits shall be made promptly, subject to the Company's applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. compensation. View More

Taxes. The All compensation paid by the Company shall have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment. The Company (including without limitation members of the Board) shall not be liable to you or other persons as your estate or beneficiaries will be subject to tax withholding pursuant to any unexpected applicable laws or adverse tax consequence realized by you and you shall be... solely responsible for the timely payment of all taxes arising from this Agreement that are imposed on you. regulations. This Agreement is and its payments are intended to be exempt from or comply with the applicable requirements of Code Section 409A and the Company shall be limited, construed and interpreted in a manner so as use its best efforts to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes ensure that there are no violations of Code Section 409A. While it is intended If any taxes under Code Section 409A are imposed on you, then the Company shall within thirty days of the determination that all payments there would be an imposition of such taxes provide you with a payment that will cover the costs of any Code Section 409A taxes, excise taxes, penalties and benefits provided under this interest along with any taxes imposed on such payment so that you will on an after-tax basis (applying the then highest aggregate marginal tax rates) be no worse off than if no Code Section 409A taxes, excise taxes, penalties or interest had been imposed. Notwithstanding any provision in the Agreement to you will be exempt the contrary, if upon your "separation from or comply with service" within the meaning of Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a "specified employee" (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date such "separation from service" under this Agreement until the earlier of (i) the first business day of the seventh month following your Termination Date "separation from service," or (ii) ten (10) days after the Company receives written confirmation notification of your death. Any such delayed payments shall be made without interest. Additionally, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company's applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The provisions of this Section 10 shall survive any termination of this Agreement or your employment. View More

Taxes. The Company shall have the right to withhold and deduct from any payment or benefit hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment. payment or benefit. The Company (including without limitation the Plan Administrator and members of the Board) shall not be liable to you or other persons as to any unexpected or adverse tax consequence realized by you and you shall be solely responsible for the timely payment of all taxes aris...ing from this Agreement that are imposed on you. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to you will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a "specified employee" (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date until the earlier of (i) the first business day of the seventh month following your Termination Date or (ii) ten (10) days after the Company receives written confirmation of your death. Any such delayed payments shall be made without interest. Additionally, If (a) any or all of the reimbursement of expenses or in-kind payments and benefits provided pursuant to under this Agreement shall be subject would otherwise constitute "parachute payments" as defined under Code Section 280G and (b) the Company in its discretion elects to the following conditions: (1) the expenses eligible solicit its stockholders for reimbursement or in-kind benefits their approval of putative parachute payments in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind accordance with Treasury Regulation Section 1.280G-1 Q&A 6, 7, then such payments and benefits shall be made promptly, conditioned upon and subject to such stockholder approval and you shall -5- cooperate with the Company's applicable policies, but Company in no event later than the end such solicitation including without limitation timely executing any required waivers of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. compensation. View More