SENO » Topics » Excise Tax .

This excerpt taken from the SENO 8-K filed Aug 29, 2008.

Excise Tax.

 

   

For Messrs. Cousins, Gearhart and Gordon only: In the event that the severance payments and other benefits payable to an Executive constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Executive’s severance benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by Executive on an after-tax basis of the greatest amount of benefits.


   

For Mr. Lubock only: In the event that the severance payments and other benefits payable to Mr. Lubock constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Mr. Lubock will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Mr. Lubock by the Company; provided, however, that in no event will the foregoing payments exceed $300,000.

 

   

For Mr. Malchow only: In the event that the severance payments and other benefits payable to Mr. Malchow constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Mr. Malchow will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Mr. Malchow by the Company; provided, however, that in no event will the foregoing payments exceed $600,000.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

10.1   Change in Control Agreement between Registrant and Lloyd Malchow.
10.2   Change in Control Agreement between Registrant and Paul Lubock.
10.3   Change in Control Agreement between Registrant and Kevin Cousins.
10.4   Change in Control Agreement between Registrant and William Gearhart.
10.5   Change in Control Agreement between Registrant and Eben Gordon.


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