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ALL » Topics » 5.6 Amount Increased or Contested .

These excerpts taken from the ALL 10-K filed Feb 27, 2008.

5.6             Amount Increased or Contested.

(a)           Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 5.1 or 5.2, as applicable.  Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline), and a copy of all notices and other documents or correspondence received by Executive in respect of such IRS Claim.  Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that any failure to give such Executive’s Notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure.  If at least one business day before the IRS Claim Deadline the Company shall:

(i)            deliver to Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest or penalties payable by Executive is less than the amount specified in the IRS Claim,

(ii)           pay to Executive an amount (which shall also be deemed a Gross-Up Payment) equal to the positive difference between the product of (x) the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-Up Multiple, less the portion of such product, if any, previously paid to Executive by the Company, and

(iii)          direct Executive pursuant to Section 5.6(d) to contest the balance of the IRS Claim,

then Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate.  In no event shall Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline).

(b)           At any time after the payment by Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based on a Company Certificate, an Executive’s Gross-Up Determination or an IRS Claim), the Company may in its discretion require Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to Executive.

5.6             Amount Increased or Contested.



(a)           Executive shall notify the Company in
writing (an “Executive’s Notice”) of any claim by the IRS or other
taxing authority (an “IRS Claim”) that, if successful, would require the
payment by Executive of Excise Taxes in respect of Potential Parachute Payments
in an amount in excess of the amount of such Excise Taxes determined in
accordance with Section 5.1 or 5.2, as applicable.  Executive’s Notice shall include the nature
and amount of such IRS Claim, the date on which such IRS Claim is due to be
paid (the “IRS Claim Deadline), and a copy of all notices and other
documents or correspondence received by Executive in respect of such IRS
Claim.  Executive shall give the
Executive’s Notice as soon as practicable, but no later than the earlier of (i)
10 business days after Executive first obtains actual knowledge of such IRS
Claim or (ii) five business days before the IRS Claim Deadline; provided,
however, that any failure to give such Executive’s Notice shall affect the
Company’s obligations under this Article only to the extent that the Company is
actually prejudiced by such failure.  If
at least one business day before the IRS Claim Deadline the Company shall:



(i)            deliver to Executive a Company
Certificate to the effect that the IRS Claim has been reviewed by the Company’s
independent auditors and, notwithstanding the IRS Claim, the amount of Excise
Taxes, interest or penalties payable by Executive is less than the amount
specified in the IRS Claim,



(ii)           pay to Executive an amount (which
shall also be deemed a Gross-Up Payment) equal to the positive difference
between the product of (x) the amount of Excise Taxes, interest and penalties
specified in the Company Certificate, if any, multiplied by (y) the Gross-Up
Multiple, less the portion of such product, if any, previously paid to
Executive by the Company, and



(iii)          direct Executive pursuant to Section
5.6(d) to contest the balance of the IRS Claim,



then
Executive shall pay only the amount, if any, of Excise Taxes, interest and
penalties specified in the Company Certificate. 
In no event shall Executive pay an IRS Claim earlier than 30 days after
having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim
Deadline).



(b)           At any time after the payment by
Executive of any amount of Excise Taxes or related interest or penalties in
respect of Potential Parachute Payments (whether or not such amount was based
on a Company Certificate, an Executive’s Gross-Up Determination or an IRS
Claim), the Company may in its discretion require Executive to pursue a claim
for a refund (a “Refund Claim”) of all or any portion of such Excise
Taxes, interest or penalties as the Company may specify by written notice to
Executive.



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

RELATED TOPICS for ALL:

"5.6 Amount Increased or Contested ." elsewhere:

Principal Financial Group (PFG)
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