Common use of Tax Equalization Clause in Contracts

Tax Equalization. The Corporation and the Executive intend that the income taxes payable by the Executive that are attributable to amounts or other compensation payable under this Agreement shall not exceed the income taxes payable to the United States of America and the State of California (or such other State to which the Executive may owe income tax as a result of his residence or citizenship) that are or would be attributable to amounts or other compensation payable to the Executive pursuant to this Agreement. As such, in the calendar year following each calendar year during which the Executive receives compensation from the Corporation pursuant to this Agreement (including amounts referred to in this Section 4.4), the Corporation shall pay to the Executive an amount representing the estimated Equalization Amount, if any, as estimated by the Corporation’s tax advisors (currently Ernst & Young LLP). For the purposes of this Section 4.4, the “Equalization Amount” shall be an amount equal to the difference between (i) the aggregate income taxes due and payable by the Executive in respect of amounts or other compensation received by the Executive from the Corporation to the United States of America, the State of California (or such other State to which the Executive may owe income tax as a result of his residence or citizenship), Canada and any applicable province or other jurisdiction in Canada by the Executive for such year due to his employment with the Corporation and taking into account any foreign tax credit or deduction available to the Executive and (ii) the aggregate of such income taxes that would otherwise have been due and payable to the United States of America and the State of California (or such other State to which the Executive may owe income tax as a result of his residence or citizenship) by the Executive for such year had the Executive not been required to pay income taxes in Canada or any province or other jurisdiction in Canada computed without regard to any foreign tax credit or deduction available to the Executive. After the end of each relevant calendar year, the Corporation’s tax advisors (currently Ernst & Young LLP) shall determine the actual Equalization Amount and the parties will make any appropriate adjustments. In addition, the Corporation shall pay to the Executive an additional amount (commonly known as gross-up) such that the net amount retained by the Executive after payment of any and all income taxes (including the United States of America, the State of California, Canada and any applicable province or other jurisdiction in Canada or the United States of America) on the Equalization Amount shall not be less than the amount the Executive would have received if such income taxes had not been paid. For greater certainty, any interest or penalty payable by the Executive by reason of the Executive failing to file appropriate tax returns on a timely or correct basis shall not be taken into account to compute the Equalization Amount and shall be at the sole expense of the Executive.

Tax Equalization. The Corporation following provisions will apply to the extent applicable. The Company and the Executive Employee intend that the income taxes payable by the Executive Employee that are attributable to amounts or other compensation payable under this Agreement shall not exceed the income taxes payable to the United States of America and the State of California (or such other State to which the Executive Employee may owe income tax as a result of his residence or citizenship) that are or would be attributable to amounts or other compensation payable to the Executive Employee pursuant to this Agreement. As such, in the calendar year following each calendar year during which the Executive Employee receives compensation from the Corporation Company pursuant to this Agreement (including amounts referred to in this Section 4.43.6), the Corporation Company shall pay to the Executive Employee an amount representing the estimated Equalization Amount, if any, as estimated by the CorporationCompany’s tax advisors (currently Ernst & Young LLP). For the purposes of this Section 4.43.6, the “Equalization Amount” shall be an amount equal to the difference between (i) the aggregate income taxes due and payable by the Executive Employee in respect of amounts or other compensation received by the Executive Employee from the Corporation Company to the United States of America, the State of California (or such other State to which the Executive Employee may owe income tax as a result of his residence or citizenship), Canada and any applicable province or other jurisdiction in Canada by the Executive Employee for such year due to his employment with the Corporation Company and taking into account any foreign tax credit or deduction available to the Executive Employee and (ii) the aggregate of such income taxes that would otherwise have been due and payable to the United States of America and the State of California (or such other State to which the Executive Employee may owe income tax as a result of his residence or citizenship) by the Executive Employee for such year had the Executive Employee not been required to pay income taxes in Canada or any province or other jurisdiction in Canada computed without regard to any foreign tax credit or deduction available to the ExecutiveEmployee. After the end of each relevant calendar year, the CorporationCompany’s tax advisors (currently Ernst & Young LLP) shall determine the actual Equalization Amount and the parties will make any appropriate adjustments. In addition, the Corporation Company shall pay to the Executive Employee an additional amount (commonly known as gross-up) such that the net amount retained by the Executive Employee after payment of any and all income taxes (including the United States of America, the State of California, Canada and any applicable province or other jurisdiction in Canada or the United States of America) on the Equalization Amount shall not be less than the amount the Executive Employee would have received if such income taxes had not been paid. For greater certainty, any interest or penalty payable by the Executive Employee by reason of the Executive Employee failing to file appropriate tax returns on a timely or correct basis shall not be taken into account to compute the Equalization Amount and shall be at the sole expense of the ExecutiveEmployee. All payments made by the Company to the Employee under this Section 3.6 shall be made as soon as possible following the date on which the amounts are determined for any year, but in no event later than the end of the Employee’s taxable year next following the Employee’s taxable year in which the Employee remits taxes to the applicable taxing authority.