Common use of Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes Clause in Contracts

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER elects to terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, the Company shall pay the Executive those same amounts at the same time as indicated in Sections 5.2(d)(i)-(v) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Cause, and, with regard to Section 4.4 of this Agreement, the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 15, 2004 attached hereto as "Exhibit A" and at the time Executive exercises such options, TASKER shxxx xxuse such stock options, and such stock options not yet vested, to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or xxx xf its affiliates (the "Change of Control Benefits"), TASKER shxxx indemnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses and excise taxes. To effect this indemnification, TASKER shxxx xxy to Executive the "Additional Amount" now described. The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) the

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER elects to terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, the Company shall pay the Executive those same amounts at the same time as indicated in Sections 5.2(d)(i)-(v) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Causeinclusive, and, with regard to Section 4.4 4.3 of this Agreement, the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 151, 2004 attached hereto as "Exhibit A" and at the time Executive exercises such options, TASKER shxxx xxuse such stock options, and shaxx xxxse such stock options not yet vested, to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or xxx xf any of its affiliates (the "Change of Control Benefits"), TASKER shxxx indemnify shaxx xxxemnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses and excise taxes. To effect this indemnification, TASKER shxxx xxy shaxx xxx to Executive the "Additional Amount" now described. The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) thethe excise tax that will be imposed on the Executive under Section 4999 of the Code with respect to the Change of Control Benefits; (ii) the additional (a) excise tax under Section 4999 of the Code, (b) hospital insurance tax under Section 3111(b) of the Code, and (c) federal, state and local income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (i) and (ii) the further excise, hospital insurance and income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (ii) and this item (iii) and any other indemnification under this Section 6.3. The Additional Amount shall be calculated and paid to Executive at the time that the Termination Payments under this Agreement are paid to Executive. In calculating the Additional Amount, the highest marginal rates of federal and applicable state and local income taxes applicable to individuals and in effect for the year in which the Change in Control occurs shall be used. Nothing in this Section 6.3 shall give the Executive the right to receive indemnification from TASKER or xxx xxfiliates for federal, state or local income taxes or hospital insurance taxes payable solely as a result of the Executives receipt of (a) the Termination Payment or (b) any additional payment, benefit or compensation other than additional compensation in the form of the excise tax payment specified in item (i) above. As specified in item (ii) and (iii) above, all income, hospital insurance and additional excise taxes resulting from additional compensation in the form of the excise tax payment specified in item (i) above shall be paid to Executive. The provisions of Section 6.3 are illustrated by the following example: Assume that the Termination Payment and all other Change in Control Benefits result in a total federal, state and local income tax and hospital insurance liability of US $180,000.00; and an excise tax liability under Code Section 4999 of US $70,000.00. Under such circumstances, the Executive is solely responsible for the US $180,000.00 income and hospital insurance tax liability; and TASKER musx xxx to the Executive US $70,000.00, PLUS an amount necessary to indemnify the Executive for all federal, state and local income taxes, hospital insurance tax, and excise taxes that will result from the US $70,000.00 payment to the Executive and from all further indemnification to the Executive of taxes attributable to the initial US $70,000.00 payment.

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER elects to elxxxx xo terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, the Company shall pay the Executive those same amounts at the same time as indicated in Sections 5.2(d)(i)-(v) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Cause, and, with regard to Section 4.4 of this Agreement, the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 15, 2004 attached hereto as "Exhibit A" and at the time Executive exercises such options, TASKER shxxx xxuse such stock options, and such stock options not yet vested, to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or xxx xf its affiliates (the "Change of Control Benefits"), TASKER shxxx indemnify xxdemnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses and excise taxes. To effect this indemnification, TASKER shxxx xxy to Executive the "Additional Amount" now described. The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) thethe excise tax that will be imposed on the Executive under Section 4999 of the Code with respect to the Change of Control Benefits; (ii) the additional (a) excise tax under Section 4999 of the Code, (b) hospital insurance tax under Section 3111(b) of the Code, and (c) federal, state and local income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (i) and (ii) the further excise, hospital insurance and income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (ii) and this item (iii) and any other indemnification under this Section 6.3. The Additional Amount shall be calculated and paid to Executive at the time that the Termination Payments under this Agreement are paid to Executive. In calculating the Additional Amount, the highest marginal rates of federal and applicable state and local income taxes applicable to individuals and in effect for the year in which the Change in Control occurs shall be used. Nothing in this Section 6.3 shall give the Executive the right to receive indemnification from TASKER or xxx xffiliates for federal, state or local income taxes or hospital insurance taxes payable solely as a result of the Executives receipt of (a) the Termination Payment or (b) any additional payment, benefit or compensation other than additional compensation in the form of the excise tax payment specified in item (i) above. As specified in item (ii) and (iii) above, all income, hospital insurance and additional excise taxes resulting from additional compensation in the form of the excise tax payment specified in item (i) above shall be paid to Executive. The provisions of Section 6.3 are illustrated by the following example: Assume that the Termination Payment and all other Change in Control Benefits result in a total federal, state and local income tax and hospital insurance liability of US $180,000.00; and an excise tax liability under Code Section 4999 of US $70,000.00. Under such circumstances, the Executive is solely responsible for the US $180,000.00 income and hospital insurance tax liability; and TASKER muxx xxx to the Executive US $70,000.00, PLUS an amount necessary to indemnify the Executive for all federal, state and local income taxes, hospital insurance tax, and excise taxes that will result from the US $70,000.00 payment to the Executive and from all further indemnification to the Executive of taxes attributable to the initial US $70,000.00 payment.

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER elects to terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, then the Company shall pay the Executive an amount equal to ten times salary and those same amounts at the same time as indicated in Section 14 and Sections 5.2(d)(i)-(v14(A)-14(E) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Cause, and, with regard to Section 4.4 of this Agreement, the 14(B),the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 15Paragraph 5(c), 2004 attached hereto as "Exhibit A" and at the time Executive exercises such stock options, TASKER shxxx xxuse shall cause such stock options, and such stock options not yet vested, xxxxxxs to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this the Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or any of its affiliatex (xxx xf its affiliates (the "Change of Control Benefits"), TASKER shxxx shall indemnify the Executive Exexxxxxx and hold him harmless against all claims, losses, damages, penalties, expenses expenses, and excise taxes. To effect this indemnification, TASKER shxxx xxy shall pay to Executive the xxx "Additional Xdditional Amount" now describeddescribed in this Section 15(C). The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) thethe excise tax that will be imposed on the Executive under Section 4999 of the Code with respect to the Change of Control Benefits; (ii) the additional (A) excise tax under Section 4999 of the Code, (B) hospital insurance tax under Section 3111(b) of the Code, and (C) federal, state and local income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (i); and (iii) the further excise, hospital insurance and income taxes for which the Executive is or will be liable on account of the payment of the amount descried in item (ii) and this item (iii) and any other indemnification payment under this Section 15(C). The Additional Amount shall be calculated and paid to the Executive at the time that the Termination Payment is paid to the Executive. In calculating the Additional Amount, the highest marginal rates of federal and applicable state and local income taxes applicable to individuals and in effect for the year in which the Change or Control occurs shall be used. Nothing in this Section 15(C) shall give the Executive the right to receive indemnification from TASKER or its affiliates for fxxxxxx, state or local income taxes or hospital insurance taxes payable solely as a result of the Executive's receipt of (a) the Termination Payment or (b) any additional payment, benefit or compensation other than additional compensation in the form of the excise tax payment specified in item (i) above. As specified in items (ii) and (iii) above, all income, hospital insurance and additional excise taxes resulting from additional compensation in the form of the excise tax payment specified in item (i) above shall be paid to the Executive. The provisions of this Section 15(C) are illustrated by the following example: Assume that the Termination Payment and all other Change in Control Benefits result in a total federal, state and local income tax and hospital insurance tax liability of $180,000; and an excise tax liability under Code Section 4999 of $70,000. Under such circumstances, the Executive is solely responsible for the $180,000 income and hospital insurance tax liability; and TASKER must pay to the Executixx $00,000, plus an amount necessary to indemnify the Executive for all federal, state and local income taxes, hospital insurance taxes, and excise taxes that will result from the $70,000 payment to the Executive and from all further indemnification to the Executive of taxes attributable to the initial $70,000 payment.