Common use of Tax Equalization Clause in Contracts

Tax Equalization. In the event the Employee is required to reside outside of the United States for an extended period of time, the parties intend that Employee’s net income tax liability with respect to compensation and benefits payable hereunder shall be no greater than the net income tax liability the Employee would incur if the Employee resided in and performed all services hereunder in the United States at the Employee’s last address before any assignment to a locale outside the United States (the “Targeted Tax Effects”). If for any taxable year the Employee believes that services required hereunder have caused or will cause his actual aggregate net income tax liability (“Actual Tax Effects”) to exceed the Targeted Tax Effects, then Employee shall notify Employer as to why he so believes this and his computations of the differences, and Employer shall then promptly pay to Employee (on a pre-tax basis as needed to ensure that the Actual Tax Effects taking into account such payment will be no greater than the Targeted Tax Effects) the amount(s) so requested no later than the date such taxes are due or are scheduled to be due (or reimburse Employee for such amount(s), together with interest at the prime rate of interest as published by the Wall Street Journal, as to any amounts Employee has already paid), provided, however, that if Employer disagrees with the reasoning or computations submitted by Employee, then Employer and Employee shall mutually select an accounting firm having over 50 professional CPAs (the “Designated Firm”) to make a determination on the issue, and the determination of the Designated Firm shall be final and binding on all matters addressed in the notice. It is acknowledged and understood that as circumstances and legislation may change over time, Employee may give notices as he reasonably deems necessary to address changing issues. It is also acknowledged and understood that the determination of the Designated Firm may include an instruction for Employer to continue making such payments periodically as to any items raised that are likely to involve repetitive payments hereunder as such Designated Firm may determine necessary to achieve the intent of this provision that the Actual Tax Effects not exceed the Targeted Tax Effects. Any tax equalization payment pursuant to this Article 3.10 shall in any event be paid by the latest of (a) the end of the second calendar year beginning after the calendar year in which Employee’s U.S. federal income tax return is required to be filed (including any extensions) for the year to which such tax equalization payment relates; (b) the end of the second calendar year beginning after the latest calendar year in which Employee’s foreign tax return or payment is required to be made or filed for the year to which such tax equalization payment relates; or (c) in the case of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, such later date as permitted under Treasury Regulations Section 1.409A-1(b)(8)(iii).

Tax Equalization. In the event the Employee is required to reside outside of the United States for an extended period of time, the parties intend that Employee’s net income tax liability with respect to compensation and benefits payable hereunder shall be no greater than the net income tax liability the Employee would incur if the Employee resided in and performed all services hereunder in the United States at the Employee’s last address before any assignment to a locale outside the United States (the “Targeted Tax Effects”). If for any taxable year the Employee believes that services required hereunder have caused or will cause his actual aggregate net income tax liability (“Actual Tax Effects”) to exceed the Targeted Tax Effects, then Employee shall notify Employer as to why he so believes this and his computations of the differences, and Employer shall then promptly pay to Employee (on a pre-tax basis as needed to ensure that the Actual Tax Effects taking into account such payment will be no greater than the Targeted Tax Effects) the amount(s) so requested no later than the date such taxes are due or are scheduled to be due (or reimburse Employee for such amount(s), together with interest at the prime rate of interest as published by the Wall Street Journal, as to any amounts Employee has already paid), provided, however, that if Employer disagrees with the reasoning or computations submitted by Employee, then Employer and Employee shall mutually select an accounting firm having over 50 professional CPAs (the “Designated Firm”) to make a determination on the issue, and the determination of the Designated Firm shall be final and binding on all matters addressed in the notice. It is acknowledged and understood that as circumstances and legislation may change over time, Employee may give notices as he reasonably deems necessary to address changing issues. It is also acknowledged and understood that the determination of the Designated Firm may include an instruction for Employer to continue making such payments periodically as to any items raised that are likely to involve repetitive payments hereunder as such Designated Firm may determine necessary to achieve the intent of this provision that the Actual Tax Effects not exceed the Targeted Tax Effects. Any tax equalization payment pursuant to this Article 3.10 shall in any event be paid by the latest of (a) the end of the second calendar year beginning after the calendar year in which Employee’s U.S. federal income tax return is required to be filed (including any extensions) for the year to which such tax equalization payment relates; (b) the end of the second calendar year beginning after the latest calendar year in which Employee’s foreign tax return or payment is required to be made or filed for the year to which such tax equalization payment relates; or (c) in the case of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, such later date as permitted under Treasury Regulations Section 1.409A-1(b)(8)(iii).changing

Tax Equalization. In the event the Employee is required to reside outside of the United States for an extended period of timetime outside of the United States, the parties intend that Employee’s net income tax liability with respect to compensation and benefits payable hereunder shall be no greater than the net income tax liability the Employee he would incur if the Employee resided in and performed all services hereunder in the United States at the Employee’s his last address before any assignment to a locale outside the United States (the “Targeted Tax Effects”). If for any taxable year the Employee believes that services required hereunder have caused or will cause his actual aggregate net income tax liability (“Actual Tax Effects”) to exceed the Targeted Tax Effects, then Employee shall notify Employer as to why he so believes this and his computations of the differences, and Employer shall then promptly pay to Employee (on a pre-tax basis as needed to ensure that the Actual Tax Effects taking into account such payment will be no greater than the Targeted Tax Effects) the amount(s) so requested no later than the date such taxes are due or are scheduled to be due (or reimburse Employee for such amount(s), together with interest at the prime rate of interest as published by the Wall Street Journal, as to any amounts Employee has already paid), provided, however, that if Employer disagrees with the reasoning or computations submitted by Employee, then Employer and Employee shall mutually select an accounting firm having over 50 professional CPAs (the “Designated Firm”) to make a determination on the issue, and the determination of the Designated Firm shall be final and binding on all matters addressed in the notice. It is acknowledged and understood that as circumstances and legislation may change over time, Employee may give notices as he reasonably deems necessary to address changing issues. It is also acknowledged and understood that the determination of the Designated Firm may include an instruction for Employer to continue making such payments periodically as to any items raised that are likely to involve repetitive payments hereunder as such Designated Firm may determine necessary to achieve the intent of this provision that the Actual Tax Effects not exceed the Targeted Tax Effects. Any tax equalization payment pursuant to this Article 3.10 shall in any event be paid by the latest of (a) the end of the second calendar year beginning after the calendar year in which Employee’s U.S. federal income tax return is required to be filed (including any extensions) for the year to which such tax equalization payment relates; (b) the end of the second calendar year beginning after the latest calendar year in which Employee’s foreign tax return or payment is required to be made or filed for the year to which such tax equalization payment relates; or (c) in the case of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, such later date as permitted under Treasury Regulations Section 1.409A-1(b)(8)(iii).

Tax Equalization. In the event the Employee is required to reside outside of the United States for an extended period of time, the parties intend that Employee’s net income tax liability with respect to compensation and benefits payable hereunder shall be no greater than the net income tax liability the Employee would incur if the Employee resided in and performed all services hereunder in the United States at the Employee’s last address before any assignment to a locale outside the United States (the “Targeted Tax Effects”). If for any taxable year the Employee believes that services required hereunder have caused or will cause his her actual aggregate net income tax liability (“Actual Tax Effects”) to exceed the Targeted Tax Effects, then Employee shall notify Employer as to why he she so believes this and his her computations of the differences, and Employer shall then promptly pay to Employee (on a pre-tax basis as needed to ensure that the Actual Tax Effects taking into account such payment will be no greater than the Targeted Tax Effects) the amount(s) so requested no later than the date such taxes are due or are scheduled to be due (or reimburse Employee for such amount(s), together with interest at the prime rate of interest as published by the Wall Street Journal, as to any amounts Employee has already paid), provided, however, that if Employer disagrees with the reasoning or computations submitted by Employee, then Employer and Employee shall mutually select an accounting firm having over 50 professional CPAs (the “Designated Firm”) to make a determination on the issue, and the determination of the Designated Firm shall be final and binding on all matters addressed in the notice. It is acknowledged and understood that as circumstances and legislation may change over time, Employee may give notices as he she reasonably deems necessary to address changing issues. It is also acknowledged and understood that the determination of the Designated Firm may include an instruction for Employer to continue making such payments periodically as to any items raised that are likely to involve repetitive payments hereunder as such Designated Firm may determine necessary to achieve the intent of this provision that the Actual Tax Effects not exceed the Targeted Tax Effects. Any tax equalization payment pursuant to this Article 3.10 shall in any event be paid by the latest of (a) the end of the second calendar year beginning after the calendar year in which Employee’s U.S. federal income tax return is required to be filed (including any extensions) for the year to which such tax equalization payment relates; (b) the end of the second calendar year beginning after the latest calendar year in which Employee’s foreign tax return or payment is required to be made or filed for the year to which such tax equalization payment relates; or (c) in the case of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, such later date as permitted under Treasury Regulations Section 1.409A-1(b)(8)(iii).

Tax Equalization. In The Corporation will reimburse you for the event the Employee is required to reside outside of the United States for an extended period of time, the parties intend that Employee’s net income tax liability with respect to compensation and benefits payable hereunder shall be no greater than the net income tax liability the Employee would incur if the Employee resided in and performed all services hereunder in the United States at the Employee’s last address before any assignment to a locale outside the total United States (state and federal) and foreign taxes incurred by you as a result of receiving payments of your base salary and any incentive bonuses earned during the “Targeted Tax Effects”). If for any taxable year the Employee believes that services required hereunder have caused or will cause his actual aggregate net income tax liability (“Actual Tax Effects”) Term, as well as payments pursuant to exceed the Targeted Tax Effectsparagraph 3 above, then Employee shall notify Employer as to why he so believes this and his computations in excess of the differencestotal UK and Italian (local and federal) taxes you would have incurred as a result of receiving such payments if your current tax residency status had not changed, assuming the same allocations of your time were made as in the year prior to the Term. As noted, the Corporation’s obligation to reimburse you for such excess taxes relates only to items of income and Employer benefits you receive from the Corporation for services rendered to the Corporation. The Corporation’s obligation to reimburse you for excess taxes shall then promptly pay not apply to Employee any severance payments under the letter agreement to be entered into between you and the Corporation or any successor agreement thereto. In addition, the Corporation will reimburse you for all United States (on state and federal) and foreign taxes incurred by you as a preresult of receiving the benefits described in paragraphs 4 through 9, above. These reimbursements will be grossed-tax basis as needed to ensure up so that the Actual Tax Effects taking into account such payment net amount received by you, after subtraction of all taxes applicable to the reimbursement plus the gross-up amount, will equal the reimbursement amount. The amounts to be reimbursed under this paragraph will be no greater than the Targeted Tax Effects) the amount(s) so requested no later than the date such taxes are due or are scheduled to be due (or reimburse Employee for such amount(s), together with interest at the prime rate of interest as published determined by a nationally recognized accounting firm selected by the Wall Street JournalCorporation, whose determination will be binding on both parties. Payments of these tax reimbursements shall be made in accordance with the provisions of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to any amounts Employee has already paid), time. You agree to take such reasonable steps and make such elections as the Corporation may request in order to reduce the Corporation’s obligations under this paragraph provided, however, that if Employer disagrees with the reasoning or computations submitted by Employee, then Employer and Employee shall mutually select an accounting firm having over 50 professional CPAs (the “Designated Firm”) such elections are expected to make a determination on the issue, and the determination of the Designated Firm shall be final and binding on all matters addressed in the notice. It is acknowledged and understood that as circumstances and legislation may change over time, Employee may give notices as he reasonably deems necessary impact tax years subsequent to address changing issues. It is also acknowledged and understood that the determination of the Designated Firm may include an instruction for Employer to continue making such payments periodically as to any items raised that are likely to involve repetitive payments hereunder as such Designated Firm may determine necessary to achieve the intent of this provision that the Actual Tax Effects not exceed the Targeted Tax Effects. Any tax equalization payment pursuant to this Article 3.10 shall in any event be paid by the latest of (a) the end of the second calendar year beginning after the calendar year in which Employee’s U.S. federal income tax return is Term, you will not be required to do so unless you consent to such actions, which consent shall not be filed (including any extensions) for the year to which such tax equalization payment relates; (b) the end of the second calendar year beginning after the latest calendar year in which Employee’s foreign tax return or payment is required to be made or filed for the year to which such tax equalization payment relates; or (c) in the case of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, such later date as permitted under Treasury Regulations Section 1.409A-1(b)(8)(iii)unreasonably withheld.