Paragraph 6. For the purposes of determining the Credit Support Balance pursuant to Paragraph 6, the definition of Value in Paragraph 10 shall be amended by deleting the words "multiplied by the applicable Valuation Percentage, if any" from sub-paragraphs (i)(A) and (i)(B).
Paragraph 6. 2(a) of the Agreement is hereby amended and restated in full as follows: In the event that the Executive's Total Payments (not including the Gross-Up Payment), as hereinafter defined, are subject in whole or in part to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after payment of any Excise Tax on the Total Payments and any federal, state and local income taxes and Excise Tax on the Gross-Up Payment equals the Total Payments, (not including the Gross-Up Payment). Exhibit 6.2 attached hereto is an example of the calculation of a Gross-Up Payment. Accordingly, the net amount retained by the Executive after payment of Excise Tax on the Total Payments and income taxes and Excise Tax on the Gross-Up Payment equals $400,000 [600,000 - 200,000], which equals the Executive's Total Payments before calculation of the Gross-Up Payment.
Paragraph 6. The second sentence of paragraph 6 of Article 5 shall be interpreted according to the following: A factor to consider in determining independent status is the number of principals represented by the agent. Independent status is less likely if the activities of the agent are performed wholly or almost wholly on behalf of only one enterprise over the lifetime of the business or a long period of time. However, this fact is not by itself determinative. All the facts and circumstances must be taken into account to determine whether the agent’s activities constitute an autonomous business conducted by him in which he bears risk and receives reward through the use of his entrepreneurial skills and knowledge. Where an agent acts for a number of principals in the ordinary course of his business and none of these is predominant in terms of the business carried on by the agent legal dependence may exist if the principals act in concert to control the acts of the agent in the course of his business on their behalf.