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ALL » Topics » (b) the Gross-Up Multiple.

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

(b)           the Gross-Up Multiple.

5.4             Gross-up Multiple.  The “Gross-Up Multiple” shall equal a fraction, the numerator of which is one (1.0), and the denominator of which is one (1.0) minus the lesser of (i) the sum, expressed as a decimal fraction, of the effective after-tax marginal rates of all Taxes and any Excise Taxes applicable to the Gross-Up Payment or (ii) 0.80, it being intended that the Gross-Up Multiple shall in no event exceed five (5.0).  (If different rates of tax are applicable to various portions of a Gross-Up Payment, the weighted average of such rates shall be used.)  For purposes of this Section, Executive shall be deemed to be subject to the highest effective after-tax marginal rate of Taxes.

5.5             Opinion of Counsel.  “Executive Counsel Opinion” means an opinion of nationally recognized executive compensation counsel to the effect (i) that the amount of the Gross-Up Payment determined by Executive pursuant to Section 5.2 is the amount that a court of competent jurisdiction, based on a final judgment not subject to further appeal, is most likely to decide to have been calculated in accordance with this Article and applicable law and (ii) if the Company has previously delivered a Company Certificate to Executive, that there is no reasonable basis or no substantial authority for the calculation of the Gross-Up Payment set forth in the Company Certificate. “Company Counsel Opinion” means an opinion of nationally recognized executive compensation counsel to the effect that (i) the amount of the Gross-Up Payment set forth in the Company Certificate is the amount that a court of competent jurisdiction, based on a final judgment not subject to further appeal, is most likely to decide to have been calculated in accordance with this Article and applicable law and (ii) for purposes of Section 6662 of the Code, Executive has substantial authority to report on his federal income tax return the amount of Excise Taxes set forth in the Company Certificate.

 

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(b)           the Gross-Up Multiple.



5.4             Gross-up Multiple.  The “Gross-Up Multiple” shall equal a
fraction, the numerator of which is one (1.0), and the denominator of which is
one (1.0) minus the lesser of (i) the sum, expressed as a decimal fraction, of
the effective after-tax marginal rates of all Taxes and any Excise Taxes
applicable to the Gross-Up Payment or (ii) 0.80, it being intended that the
Gross-Up Multiple shall in no event exceed five (5.0).  (If different rates of tax are applicable to
various portions of a Gross-Up Payment, the weighted average of such rates
shall be used.)  For purposes of this
Section, Executive shall be deemed to be subject to the highest effective
after-tax marginal rate of Taxes.



5.5             Opinion of Counsel.  “Executive Counsel Opinion” means an
opinion of nationally recognized executive compensation counsel to the effect
(i) that the amount of the Gross-Up Payment determined by Executive pursuant to
Section 5.2 is the amount that a court of competent jurisdiction, based on a
final judgment not subject to further appeal, is most likely to decide to have
been calculated in accordance with this Article and applicable law and (ii) if
the Company has previously delivered a Company Certificate to Executive, that
there is no reasonable basis or no substantial authority for the calculation of
the Gross-Up Payment set forth in the Company Certificate. “Company Counsel
Opinion” means an opinion of nationally recognized executive compensation
counsel to the effect that (i) the amount of the Gross-Up Payment set forth in
the Company Certificate is the amount that a court of competent jurisdiction,
based on a final judgment not subject to further appeal, is most likely to
decide to have been calculated in accordance with this Article and applicable
law and (ii) for purposes of Section 6662 of the Code, Executive has
substantial authority to report on his federal income tax return the amount of
Excise Taxes set forth in the Company Certificate.



 



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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

RELATED TOPICS for ALL:

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