Common use of Deferred Compensation Deductions Clause in Contracts

Deferred Compensation Deductions. (i) New D&B shall be entitled to take all Deferred Compensation Deductions that result from the exercise of stock options in New D&B, and the Corporation shall be entitled to take all Deferred Compensation Deductions that result from the exercise of stock options in the Corporation, in each case notwithstanding the fact that some or all of the services in respect of which the stock option was granted may have been performed for the other party. If, after the date of this Agreement, the IRS or any other Governmental Authority issues rules, regulations or other authority contrary to the above treatment of such Deferred Compensation Deductions, then New D&B and the Corporation shall confer and determine whether a change in the above reporting position should be made. If the parties disagree as to whether the reporting position should be changed, then counsel reasonably acceptable to both parties will be retained to make the determination. For purposes of this Agreement, the issuer's inability to claim such Deferred Compensation Deduction because of a change in the above reporting position shall be treated as a Deferred Compensation Adjustment and governed by Section 4.2(a)(ii) below. (ii) If an audit or other examination of any Income Tax Return for any taxable period shall result (by settlement or otherwise) in a Deferred Compensation Adjustment, then the Party for whom the Deferred Compensation Deduction was disallowed (the "Audited Party") shall promptly notify the other Party (the other Party in this case shall be the Indemnifying Party) of the disallowance of such Deferred Compensation Deduction. Subject to subsection (iii) below regarding contests, the Indemnifying Party shall, within 10 days of such notification, pay the Audited Party the amount of the Tax Detriment to the Audited Party resulting from the denial of such Deferred Compensation Deduction. It is the intention of the parties that if at any time the Audited Party is required to make a payment with respect to such Deferred Compensation Adjustment, then the Indemnifying Party shall pay the amount of such payment to the Audited Party prior to the time any such payment is due. (iii) The Indemnifying Party may, within ten business days of receiving the notification referred to in clause (ii), request the consent of the Audited Party to contest the denial of the Deferred Compensation Deduction. The Indemnifying Party and the Audited Party shall consult in good faith regarding the Audited Party's consent to the contest. The Indemnifying Party may not contest the denial of any Deferred Compensation Deduction unless (a) the Indemnifying Party receives written consent from the Audited Party permitting the contest within ten business days of the Indemnifying Party's request for such consent; or (b) in the event that the Audited Party does not so consent, the Indemnifying Party receives an opinion from counsel mutually acceptable to the Indemnifying Party and the Audited Party stating that the Indemnifying Party on behalf of the Audited Party will more likely than not prevail in such contest within 60 days of such request. In either event, to the extent practicable, the Indemnifying Party shall have the right to control the conduct of the contest, including settlement or other disposition thereof, and shall bear all costs and expenses of such contest; provided, however, that the Audited Party shall have the right to consult with the Indemnifying Party regarding the contest at the Audited Party's own expense. The Audited Party shall cooperate with the Indemnifying Party and its representatives in a prompt and timely manner in connection with such contest. If the Audited Party does not consent to the contest, and the opinion of counsel referred to in clause (b) is not obtained, the Indemnifying Party shall pay the amount due to the Audited Party pursuant to this section at the end of the 60 day period referred to in clause (b). If the Indemnifying Party contests the denial but does not prevail in such contest, the Indemnifying Party shall pay the amount due to the Audited Party pursuant to this section within ten business days of receipt of notice of the final disposition of the contest.

Deferred Compensation Deductions. (i) New D&B shall be entitled to take all Deferred Compensation Deductions that result from the exercise of stock options in New D&B, and the Corporation shall be entitled to take all Deferred Compensation Deductions that result from the exercise of stock options in the Corporation, in each case notwithstanding the fact that some or all of the services in respect of which the stock option was granted may have been performed for the other party. If, after the date of this Agreement, the IRS or any other Governmental Authority issues rules, regulations or other authority contrary to the above treatment of such Deferred Compensation Deductions, then New D&B and the Corporation shall confer and determine whether a change in the above reporting position should be made. If the parties 14 14 disagree as to whether the reporting position should be changed, then counsel reasonably acceptable to both parties will be retained to make the determination. For purposes of this Agreement, the issuer's inability to claim such Deferred Compensation Deduction because of a change in the above reporting position shall be treated as a Deferred Compensation Adjustment and governed by Section 4.2(a)(ii) below. (ii) If an audit or other examination of any Income Tax Return for any taxable period shall result (by settlement or otherwise) in a Deferred Compensation Adjustment, then the Party for whom the Deferred Compensation Deduction was disallowed (the "Audited Party") shall promptly notify the other Party (the other Party in this case shall be the Indemnifying Party) of the disallowance of such Deferred Compensation Deduction. Subject to subsection (iii) below regarding contests, the Indemnifying Party shall, within 10 days of such notification, notification pay the Audited Party the amount of the Tax Detriment to the Audited Party resulting from the denial of such Deferred Compensation Deduction. It is the intention of the parties that if at any time the Audited Party is required to make a payment with respect to such Deferred Compensation Adjustment, then the Indemnifying Party shall pay the amount of such payment to the Audited Party prior to the time any such payment is due. Notwithstanding anything to the contrary herein, no indemnity shall be provided under this subsection 4.2(a)(ii) with respect to any Non-U.S. Employee. (iii) The Indemnifying Party may, within ten business days of receiving the notification referred to in clause (ii), request the consent of the Audited Party to contest the denial of the Deferred Compensation Deduction. The Indemnifying Party and the Audited Party shall consult in good faith regarding the Audited Party's consent to the contest. The Indemnifying Party may not contest the denial of any Deferred Compensation Deduction unless (a) the Indemnifying Party receives written consent from the Audited Party permitting the contest within ten business days of the Indemnifying Party's request for such consent; or (b) in the event that the Audited Party does not so consent, the Indemnifying Party receives an opinion from counsel mutually acceptable to the Indemnifying Party and the Audited Party stating that the Indemnifying Party on behalf of the Audited Party will more likely than not prevail in such contest within 60 days of such request. In either event, to the extent practicable, the Indemnifying Party shall have the right to control the conduct of the contest, including settlement or other disposition thereof, and shall bear all costs and expenses of such contest; provided, however, that the Audited Party shall have the right to consult with the Indemnifying Party regarding the contest at the Audited Party's own expense. The Audited Party shall cooperate with the Indemnifying Party and its 15 15 representatives in a prompt and timely manner in connection with such contest. If the Audited Party does not consent to the contest, and the opinion of counsel referred to in clause (b) is not obtained, the Indemnifying Party shall pay the amount due to the Audited Party pursuant to this section at the end of the 60 day period referred to in clause (b). If the Indemnifying Party contests the denial but does not prevail in such contest, the Indemnifying Party shall pay the amount due to the Audited Party pursuant to this section within ten business days of receipt of notice of the final disposition of the contest.