Common use of Monetary Benefit Clause in Contracts

Monetary Benefit. An amount equal to two times the Executive's Base Pay, paid as a lump sum. Notwithstanding the foregoing, although Meridian and Executive intend that no portion of the compensation provided to Executive by Meridian or any affiliate (including the payments provided for in this Subparagraph 2(a) and any payments to Executive under any employee benefit plan or other arrangement) be considered an Excess Parachute Payment (defined below), if any portion of such compensation constitutes an Excess Parachute Payment and is subject to the Excise Tax (defined below), then Meridian shall, in addition to providing such compensation, pay the Gross-Up Payment (defined below) to Executive on or before the tenth day after Executive provides written notice of the amount of the Gross-Up Payment to Meridian. For purposes of this Subparagraph 2(a): (i) "EXCESS PARACHUTE PAYMENT" means an excess parachute payment as defined in section 280G(b) of the Code; (ii) "EXCISE TAX" means the tax imposed pursuant to section 4999 of the Code; and (iii) "GROSS-UP PAYMENT" means with respect to any compensation provided to Executive by Meridian or any affiliate of Meridian (including the payments provided for under this Agreement and any payments to Executive under any employee benefit plan or other such arrangement) that is subject to the Excise Tax, an amount that, after reduction of the amount of such Gross-Up Payment for all federal, state and local taxes to which the Gross-Up Payment is subject (including the Excise Tax to which the Gross-Up Payment is subject), is equal to the amount of the Excise Tax to which such compensation is subject. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and shall be deemed to pay state and local income taxes, if applicable, at the highest marginal rate of taxation in the state and locality of Executive's residence on the date of his termination of employment with Meridian, net of the maximum reduction in federal income taxes that could be obtained from deduction of state and local taxes, if any.

Monetary Benefit. An amount equal to two times the Executive's =s Base Pay, paid as a lump sum. Notwithstanding the foregoing, although Meridian and Executive intend that no portion of the compensation provided to Executive by Meridian or any affiliate (including the payments provided for in this Subparagraph 2(a) and any payments to Executive under any employee benefit plan or other arrangement) be considered an Excess Parachute Payment (defined below), if any portion of such compensation constitutes an Excess Parachute Payment and is subject to the Excise Tax (defined below), then Meridian shall, in addition to providing such compensation, pay the Gross-Up Payment (defined below) to Executive on or before the tenth day after Executive provides written notice of the amount of the Gross-Up Payment to Meridian. For purposes of this Subparagraph 2(a): (i) "EXCESS PARACHUTE PAYMENT" means an excess parachute payment as defined in section 280G(b) of the Code; (ii) "EXCISE TAX" means the tax imposed pursuant to section 4999 of the Code; and (iii) "GROSS-UP PAYMENT" means with respect to any compensation provided to Executive by Meridian or any affiliate of Meridian (including the payments provided for under this Agreement and any payments to Executive under any employee benefit plan or other such arrangement) that is subject to the Excise Tax, an amount that, after reduction of the amount of such Gross-Up Payment for all federal, state and local taxes to which the Gross-Up Payment is subject (including the Excise Tax to which the Gross-Up Payment is subject), is equal to the amount of the Excise Tax to which such compensation is subject. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and shall be deemed to pay state and local income taxes, if applicable, at the highest marginal rate of taxation in the state and locality of Executive's residence on the date of his termination of employment with Meridian, net of the maximum reduction in federal income taxes that could be obtained from deduction of state and local taxes, if any.