Common use of Tax Equalization Clause in Contracts

Tax Equalization. (a) During the Term of this Agreement and thereafter as provided in this Section 22, and provided that at all such times the Executive is a U.S. resident and not a Canadian resident for Canadian. federal income tax purposes, the Company will make an additional payment (the “Tax Equalization Payment”) to the Executive in accordance with this Section 22, so that that the Executive does not materially suffer a loss by reason of any income and employment taxes that may be imposed on that portion, if any, of his Compensation (as defined below) which is taxable to the Executive under Canadian law as income from an office or employment performed by the Executive in Canada. (b) The amount of any Tax Equalization Payment payable under this Section with respect to a taxable year of the Executive will equal the amount (the “Excess Tax”), if any, by which the Executive’s combined aggregate U.S. federal, national, state and local actual income and employment tax liability , exclusive of any taxes under Section 409A or Section 4999 of the Code, and Canadian federal and provincial actual income and employment tax liability in respect of such year (the “Actual Tax Liability”) on the Executive’s Base Salary, Annual Bonus and the amount of income recognized upon the Executive’s exercise of the Rollover Options, the IPO Awards or other stock options granted under the 2011 Plan (collectively, the “BPS Options”, and together with Base Salary and Annual Bonus, the “Compensation”) exceeds the amount of aggregate U.S. federal, state and local income and employment tax liability, exclusive of any taxes under Section 409A or Section 4999 of the Code, that would have been payable by the Executive for such year with respect to the Compensation if the Executive had performed all services hereunder for the Company and BPS and their Affiliates entirely within the United States in the state in which the Company's corporate headquarters are located at all relevant times such that all Compensation were treated entirely as U.S. source income by both the U.S. and Canada, and as if that were the only income earned by the Executive (the “Hypothetical Tax Liability”), plus an additional payment to gross-up the Executive for his additional actual income and employment tax liability (on a combined federal, national, state, provincial and local basis) on the amount of any such Excess Tax. The Company shall make all determinations of the amount of Compensation, Hypothetical Tax Liability, Excess Tax, Actual Tax Liability and Tax Equalization Payment in accordance with this Section 22. (c) Notwithstanding this Section 22 or any other provision of this Agreement, the Executive shall pay and be solely responsible for payment of all taxes imposed under U.S., Canadian and any other federal, national, provincial, state and local law on the Compensation and all other payments or benefits paid or provided to the Executive by the Company or any of its Affiliates during the Term of this Agreement and thereafter. (d) The Tax Equalization Payment payable in respect of a taxable year of the Executive shall be paid during the following taxable year of the Executive. (e) The Company shall pay the Executive’s designated tax return preparer selected by the Executive and reasonably acceptable to the Company directly for the preparation of any Canadian tax returns required to be filed with respect to the Compensation for all tax periods of the Executive beginning or ending during the Term of this Agreement and through and including the date of exercise of any BPS Options, including all amendments to such returns, as well as costs related to audits of such returns and related amendments. The Executive will be solely responsible for the payment of any tax return preparer fees and expenses for the preparation of his federal, state and local U.S. tax returns. The Company and the Executive will provide each other access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the other in connection with this Section 22, and otherwise cooperate with each other and their respective tax return preparers in connection with the determinations and all matters contemplated by this Section 22. (f) All income tax returns to be filed by the Executive will be prepared on a basis consistent with the determinations of the Executive’s and the Company’s tax return preparers and this Section 22, and the Executive agrees that the Company shall have the right to review and approve all income tax returns (and amendments) to be filed by the Executive with respect to any taxable year covered by this Section 22 before the Executive files any such return with the relevant taxing authority. If the Company objects to any item in any such tax return the Company shall promptly notify the Executive and his tax return preparer of such item and the basis for such objection. The Company and the Executive shall act in good faith to resolve any disagreement between them prior to the date on which the relevant return is required to be filed under applicable law. (g) The Executive and the Company agree that the Tax Equalization Payments are not intended to represent additional compensation to the Executive. Any Tax Equalization Payment will not be considered as additional Base Salary hereunder or taken into account as salary for purposes of the Annual Bonus Plan or any other benefit plan of the Company except as the terms of such plan may expressly provide otherwise.

Tax Equalization. (a) During the Term of this Agreement and thereafter as provided in this Section 22, and provided that at all such times the Executive is a U.S. resident and not a Canadian resident for Canadian. federal income tax purposes, the Company will make an additional payment (the “Tax Equalization Payment”) to the Executive in accordance with this Section 22, so that that the Executive does not materially suffer a loss by reason of any income and employment taxes that may be imposed on that portion, if any, of his her Compensation (as defined below) which is taxable to the Executive under Canadian law as income from an office or employment performed by the Executive in Canada. (b) The amount of any Tax Equalization Payment payable under this Section with respect to a taxable year of the Executive will equal the amount (the “Excess Tax”), if any, by which the Executive’s combined aggregate U.S. federal, national, state and local actual income and employment tax liability , exclusive of any taxes under Section 409A or Section 4999 of the Code, and Canadian federal and provincial actual income and employment tax liability in respect of such year (the “Actual Tax Liability”) on the Executive’s Base Salary, Annual Bonus and the amount of income recognized upon the Executive’s exercise of the Rollover Options, the IPO Option Awards or other stock options granted to her under the 2011 Plan (collectively, the “BPS Options”, and together with Base Salary and Annual Bonus, the “Compensation”) exceeds the amount of aggregate U.S. federal, state and local income and employment tax liability, exclusive of any taxes under Section 409A or Section 4999 of the Code, that would have been payable by the Executive for such year with respect to the Compensation if the Executive had performed all services hereunder for the Company and BPS and their Affiliates entirely within the United States in the state in which the Company's corporate headquarters are located at all relevant times such that all Compensation were treated entirely as U.S. source income by both the U.S. and Canada, and as if that were the only income earned by the Executive (the “Hypothetical Tax Liability”), plus an additional payment to gross-up the Executive for his her additional actual income and employment tax liability (on a combined federal, national, state, provincial and local basis) on the amount of any such Excess Tax. The Company shall make all determinations of the amount of Compensation, Hypothetical Tax Liability, Excess Tax, Actual Tax Liability and Tax Equalization Payment in accordance with this Section 22. (c) Notwithstanding this Section 22 or any other provision of this Agreement, the Executive shall pay and be solely responsible for payment of all taxes imposed under U.S., Canadian and any other federal, national, provincial, state and local law on the Compensation and all other payments or benefits paid or provided to the Executive by the Company or any of its Affiliates during the Term of this Agreement and thereafter. (d) The Tax Equalization Payment payable in respect of a taxable year of the Executive shall be paid during the following taxable year of the Executive. (e) The Company shall pay the Executive’s designated tax return preparer selected by the Executive and reasonably acceptable to the Company directly for the preparation of any Canadian tax returns required to be filed with respect to the Compensation for all tax periods of the Executive beginning or ending during the Term of this Agreement and through and including the date of exercise of any BPS Options, including all amendments to such returns, as well as costs related to audits of such returns and related amendments. The Executive will be solely responsible for the payment of any tax return preparer fees and expenses for the preparation of his her federal, state and local U.S. tax returns. The Company and the Executive will provide each other access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the other in connection with this Section 22, and otherwise cooperate with each other and their respective tax return preparers in connection with the determinations and all matters contemplated by this Section 22. (f) All income tax returns to be filed by the Executive will be prepared on a basis consistent with the determinations of the Executive’s and the Company’s tax return preparers and this Section 22, and the Executive agrees that the Company shall have the right to review and approve all income tax returns (and amendments) to be filed by the Executive with respect to any taxable year covered by this Section 22 before the Executive files any such return with the relevant taxing authority. If the Company objects to any item in any such tax return the Company shall promptly notify the Executive and his her tax return preparer of such item and the basis for such objection. The Company and the Executive shall act in good faith to resolve any disagreement between them prior to the date on which the relevant return is required to be filed under applicable law. (g) The Executive and the Company agree that the Tax Equalization Payments are not intended to represent additional compensation to the Executive. Any Tax Equalization Payment will not be considered as additional Base Salary hereunder or taken into account as salary for purposes of the Annual Bonus Plan or any other benefit plan of the Company except as the terms of such plan may expressly provide otherwise.

Tax Equalization. (a) During the Term of this Agreement and thereafter as provided in this Section 22, and provided that at all such times the Executive is a U.S. resident and not a Canadian resident for Canadian. federal income tax purposes, the Company will make an additional payment (the “Tax Equalization Payment”) to the Executive in accordance with this Section 22, so that that the Executive does not materially suffer a loss by reason of any income and employment taxes that may be imposed on that portion, if any, of his Compensation (as defined below) which is taxable to the Executive under Canadian law as income from an office or employment performed by the Executive in Canada. (b) The amount of any Tax Equalization Payment payable under this Section 22 with respect to a taxable year of the Executive will equal the amount (the “Excess Tax”), if any, by which the Executive’s combined aggregate U.S. federal, national, state and local actual income and employment tax liability , exclusive of any taxes under Section 409A or Section 4999 of the Code, and Canadian federal and provincial actual income and employment tax liability in respect of such year (the “Actual Tax Liability”) on the Executive’s Base Salary, Annual Bonus and the amount of income recognized upon the Executive’s exercise of the Rollover Options, the IPO Awards or other stock options granted under the 2011 Plan (collectively, the “BPS Options”, and together with Base Salary and Annual Bonus, the “Compensation”) exceeds the amount of aggregate U.S. federal, state and local income and employment tax liability, exclusive of any taxes under Section 409A or Section 4999 of the Code, that would have been payable by the Executive for such year with respect to the Compensation if the Executive had performed all services hereunder for the Company and BPS and their Affiliates entirely within the United States in the state in which the Company's corporate headquarters are located at all relevant times such that all Compensation were treated entirely as U.S. source income by both the U.S. and Canada, and as if that were the only income earned by the Executive (the “Hypothetical Tax Liability”), plus an additional payment to gross-up the Executive for his additional actual income and employment tax liability (on a combined federal, national, state, provincial and local basis) on the amount of any such Excess Tax. The Company shall make all determinations of the amount of Compensation, Hypothetical Tax Liability, Excess Tax, Actual Tax Liability and Tax Equalization Payment in accordance with this Section 22. (c) Notwithstanding this Section 22 or any other provision of this Agreement, the Executive shall pay and be solely responsible for payment of all taxes imposed under U.S., Canadian and any other federal, national, provincial, state and local law on the Compensation and all other payments or benefits paid or provided to the Executive by the Company or any of its Affiliates during the Term of this Agreement and thereafter. (d) The Tax Equalization Payment payable in respect of a taxable year of the Executive shall be paid during the following taxable year of the Executive. (e) The Company shall pay the Executive’s designated tax return preparer selected by the Executive and reasonably acceptable to the Company directly for the preparation of any Canadian tax returns required to be filed with respect to the Compensation for all tax periods of the Executive beginning or ending during the Term of this Agreement and through and including the date of exercise of any BPS Options, ; including all amendments to such returns, as well as costs related to audits of such returns and related amendments. The Executive will be solely responsible for the payment of any tax return preparer fees and expenses for the preparation of his federal, state and local U.S. tax returns. The Company and the Executive will provide each other access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the other in connection with this Section 22, and otherwise cooperate with each other and their respective tax return preparers in connection with the determinations and all matters contemplated by this Section 22. (f) All income tax returns to be filed by the Executive will be prepared on a basis consistent with the determinations of the Executive’s and the Company’s tax return preparers and this Section 22, and the Executive agrees that the Company shall have the right to review and approve all income tax returns (and amendments) to be filed by the Executive with respect to any taxable year covered by this Section 22 before the Executive files any such return with the relevant taxing authority. If the Company objects to any item in any such tax return the Company shall promptly notify the Executive and his tax return preparer of such item and the basis for such objection. The Company and the Executive shall act in good faith to resolve any disagreement between them prior to the date on which the relevant return is required to be filed under applicable law. (g) The Executive and the Company agree that the Tax Equalization Payments are not intended to represent additional compensation to the Executive. Any Tax Equalization Payment will not be considered as additional Base Salary hereunder or taken into account as salary for purposes of the Annual Bonus Plan or any other benefit plan of the Company except as the terms of such plan may expressly provide otherwise.

Tax Equalization. (a) During the Term of this Agreement and thereafter as provided in this Section 22, and provided that at all such times the Executive is a U.S. resident and not a Canadian resident for Canadian. federal income tax purposes, the Company will make an additional payment (the “Tax Equalization Payment”) to the Executive in accordance with this Section 22, so that that the Executive does not materially suffer a loss by reason of any income and employment taxes that may be imposed on that portion, if any, of his Compensation (as defined below) which is taxable to the Executive under Canadian law as income from an office or employment performed by the Executive in Canada. (b) The amount of any Tax Equalization Payment payable under this Section 22 with respect to a taxable year of the Executive will equal the amount (the “Excess Tax”), if any, by which the Executive’s combined aggregate U.S. federal, national, state and local actual income and employment tax liability , exclusive of any taxes under Section 409A or Section 4999 of the Code, and Canadian federal and provincial actual income and employment tax liability in respect of such year (the “Actual Tax Liability”) on the Executive’s Base Salary, Annual Bonus and the amount of income recognized upon the Executive’s exercise of the Rollover Options, the IPO Awards or other stock options granted under the 2011 Plan (collectively, the “BPS Options”, and together with Base Salary and Annual Bonus, the “Compensation”) exceeds the amount of aggregate U.S. federal, state and local income and employment tax liability, exclusive of any taxes under Section 409A or Section 4999 of the Code, that would have been payable by the Executive for such year with respect to the Compensation if the Executive had performed all services hereunder for the Company and BPS and their Affiliates entirely within the United States in the state in which the Company's corporate headquarters are located at all relevant times such that all Compensation were treated entirely as U.S. source income by both the U.S. and Canada, and as if that were the only income earned by the Executive (the “Hypothetical Tax Liability”), plus an additional payment to gross-up the Executive for his additional actual income and employment tax liability (on a combined federal, national, state, provincial and local basis) on the amount of any such Excess Tax. The Company shall make all determinations of the amount of Compensation, Hypothetical Tax Liability, Excess Tax, Actual Tax Liability and Tax Equalization Payment in accordance with this Section 22. (c) Notwithstanding this Section 22 or any other provision of this Agreement, the Executive shall pay and be solely responsible for payment of all taxes imposed under U.S., Canadian and any other federal, national, provincial, state and local law on the Compensation and all other payments or benefits paid or provided to the Executive by the Company or any of its Affiliates during the Term of this Agreement and thereafter. (d) The Tax Equalization Payment payable in respect of a taxable year of the Executive shall be paid during the following taxable year of the Executive. (e) The Company shall pay the Executive’s designated tax return preparer selected by the Executive and reasonably acceptable to the Company directly for the preparation of any Canadian tax returns required to be filed with respect to the Compensation for all tax periods of the Executive beginning or ending during the Term of this Agreement and through and including the date of exercise of any BPS Options, Options including all amendments to such returns, as well as costs related to audits of such returns and related amendments. The Executive will be solely responsible for the payment of any tax return preparer fees and expenses for the preparation of his federal, state and local U.S. tax returns. The Company and the Executive will provide each other access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the other in connection with this Section 22, and otherwise cooperate with each other and their respective tax return preparers in connection with the determinations and all matters contemplated by this Section 22. (f) All income tax returns to be filed by the Executive will be prepared on a basis consistent with the determinations of the Executive’s and the Company’s tax return preparers and this Section 22, and the Executive agrees that the Company shall have the right to review and approve all income tax returns (and amendments) to be filed by the Executive with respect to any taxable year covered by this Section 22 before the Executive files any such return with the relevant taxing authority. If the Company objects to any item in any such tax return the Company shall promptly notify the Executive and his tax return preparer of such item and the basis for such objection. The Company and the Executive shall act in good faith to resolve any disagreement between them prior to the date on which the relevant return is required to be filed under applicable law. (g) The Executive and the Company agree that the Tax Equalization Payments are not intended to represent additional compensation to the Executive. Any Tax Equalization Payment will not be considered as additional Base Salary hereunder or taken into account as salary for purposes of the Annual Bonus Plan or any other benefit plan of the Company except as the terms of such plan may expressly provide otherwise.

Tax Equalization. (a) During the Term of this Agreement and thereafter as provided in this Section 22, and provided that at all such times the Executive is a U.S. resident and not a Canadian resident for Canadian. federal income tax purposes, the Company will make an additional payment (the “Tax Equalization Payment”") to the Executive in accordance with this Section 22, so that that the Executive does not materially suffer a loss by reason of any income and employment taxes that may be imposed on that portion, if any, of his Compensation (as defined below) which is taxable to the Executive under Canadian law as income from an office or employment performed by the Executive in Canada. (b) The amount of any Tax Equalization Payment payable under this Section with respect to a taxable year of the Executive will equal the amount (the “"Excess Tax”"), if any, by which the Executive’s 's combined aggregate U.S. federal, national, state and local actual income and employment tax liability , exclusive of any taxes under Section 409A or Section 4999 of the Code, and Canadian federal and provincial actual income and employment tax liability in respect of such year (the “"Actual Tax Liability”") on the Executive’s 's Base Salary, Annual Bonus and the amount of income recognized upon the Executive’s 's exercise of the Rollover Options, the IPO Awards or other stock options granted under the 2011 Plan 2011Plan (collectively, the “''BPS Options”", and together with Base Salary Sa1ary and Annual Bonus, the “"Compensation”") exceeds the amount of aggregate U.S. federal, state and local income and employment tax liability, exclusive of any taxes under Section 409A or Section 4999 of the Code, that would have been payable by the Executive for such year with respect to the Compensation if the Executive had performed all services hereunder for the Company and BPS and their Affiliates entirely within the United States in the state in which the Company's corporate headquarters are located at all relevant times such that all Compensation were treated entirely as U.S. source income by both the U.S. and Canada, and as if that were the only income earned by the Executive (the “"Hypothetical Tax Liability”''), plus an additional payment to gross-gross­ up the Executive for his additional actual income and employment tax liability (on a combined federal, national, state, provincial and local basis) on the amount of any such Excess Tax. The Company shall make all determinations of the amount of Compensation, Hypothetical Tax Liability, Excess Tax, Actual Tax Liability and Tax Equalization Payment in accordance with this Section 22. (c) Notwithstanding this Section 22 or any other provision of this Agreement, the Executive shall pay and be solely responsible for payment of all taxes imposed under U.S., Canadian and any other federal, national, provincial, state and local law on the Compensation and all other payments or benefits paid or provided to the Executive by the Company or any of its Affiliates during the Term of this Agreement and thereafter. (d) The Tax Equalization Payment payable in respect of a taxable year of the Executive shall be paid during the following taxable year of the Executive. (e) The Company shall pay the Executive’s 's designated tax return preparer selected by the Executive and reasonably acceptable to the Company directly for the preparation of any Canadian tax returns required to be filed with respect to the Compensation for all tax periods of the Executive beginning or ending during the Term of this Agreement and through and including the date of exercise of any BPS Options, including all amendments to such returns, as well as costs related to audits of such returns and related amendments. The Executive will be solely responsible for the payment of any tax return preparer fees and expenses for the preparation of his federal, state and local U.S. tax returns. The Company and the Executive will provide each other access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the other in connection with this Section 22, and otherwise cooperate with each other and their respective tax return preparers in connection with the determinations and all matters contemplated by this Section 22. (f) All income tax returns to be filed by the Executive will be prepared on a basis consistent with the determinations of the Executive’s 's and the Company’s 's tax return preparers and this Section 22, and the Executive agrees that the Company shall have the right to review and approve all income tax returns (and amendments) to be filed by the Executive with respect to any taxable year covered by this Section 22 before the Executive files any such return with the relevant taxing authority. If the Company objects to any item in any such tax return the Company shall promptly notify the Executive and his tax return preparer of such item and the basis for such objection. The Company and the Executive shall act in good faith to resolve any disagreement between them prior to the date on which the relevant return is required to be filed under applicable law. (g) The Executive and the Company agree that the Tax Equalization Payments are not intended to represent additional compensation to the Executive. Any Tax Equalization Payment will not be considered as additional Base Salary hereunder or taken into account as salary for purposes of the Annual Bonus Plan or any other benefit plan of the Company except as the terms of such plan may expressly provide otherwise.