Common use of Tax Equalization Clause in Contracts

Tax Equalization. The following provisions will apply to the extent applicable. The Company and the Employee intend that the income taxes payable by the 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 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 Employee pursuant to this Agreement. As such, in the calendar year following each calendar year during which the Employee receives compensation from the Company pursuant to this Agreement (including amounts referred to in this Section 3.6), the Company shall pay to the Employee an amount representing the estimated Equalization Amount, if any, as estimated by the Company’s tax advisors (currently Ernst & Young LLP). For the purposes of this Section 3.6, the “Equalization Amount” shall be an amount equal to the difference between (i) the aggregate income taxes due and payable by the Employee in respect of amounts or other compensation received by the Employee from the Company to the United States of America, the State of California (or such other State to which the 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 Employee for such year due to his employment with the Company and taking into account any foreign tax credit or deduction available to the 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 Employee may owe income tax as a result of his residence or citizenship) by the Employee for such year had the 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 Employee. After the end of each relevant calendar year, the Company’s tax advisors (currently Ernst & Young LLP) shall determine the actual Equalization Amount and the parties will make any appropriate adjustments. In addition, the Company shall pay to the Employee an additional amount (commonly known as gross-up) such that the net amount retained by the 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 Employee would have received if such income taxes had not been paid. For greater certainty, any interest or penalty payable by the Employee by reason of the 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 Employee. 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.

Tax Equalization. The following provisions will apply to the extent applicable. The Company Corporation and the Employee Executive intend that the income taxes payable by the Employee 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 Employee 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 Employee Executive pursuant to this Agreement. As such, in the calendar year following each calendar year during which the Employee Executive receives compensation from the Company Corporation pursuant to this Agreement (including amounts referred to in this Section 3.64.4), the Company Corporation shall pay to the Employee Executive an amount representing the estimated Equalization Amount, if any, as estimated by the CompanyCorporation’s tax advisors (currently Ernst & Young LLP). For the purposes of this Section 3.64.4, the “Equalization Amount” shall be an amount equal to the difference between (i) the aggregate income taxes due and payable by the Employee Executive in respect of amounts or other compensation received by the Employee Executive from the Company Corporation to the United States of America, the State of California (or such other State to which the Employee 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 Employee Executive for such year due to his employment with the Company Corporation and taking into account any foreign tax credit or deduction available to the Employee 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 Employee Executive may owe income tax as a result of his residence or citizenship) by the Employee Executive for such year had the Employee 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 EmployeeExecutive. After the end of each relevant calendar year, the CompanyCorporation’s tax advisors (currently Ernst & Young LLP) shall determine the actual Equalization Amount and the parties will make any appropriate adjustments. In addition, the Company Corporation shall pay to the Employee Executive an additional amount (commonly known as gross-up) such that the net amount retained by the Employee 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 Employee Executive would have received if such income taxes had not been paid. For greater certainty, any interest or penalty payable by the Employee Executive by reason of the Employee 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 Employee. 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 authorityExecutive.