Common use of Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes Clause in Contracts

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER el▇▇▇▇ ▇o terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, the Company shall pay the Executive those same amounts at the same time as indicated in Sections 5.2(d)(i)-(v) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Cause, and, with regard to Section 4.4 of this Agreement, the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 15, 2004 attached hereto as "Exhibit A" and at the time Executive exercises such options, TASKER sh▇▇▇ ▇▇use such stock options, and such stock options not yet vested, to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or ▇▇▇ ▇f its affiliates (the "Change of Control Benefits"), TASKER sh▇▇▇ ▇▇demnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses and excise taxes. To effect this indemnification, TASKER sh▇▇▇ ▇▇y to Executive the "Additional Amount" now described. The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) the excise tax that will be imposed on the Executive under Section 4999 of the Code with respect to the Change of Control Benefits; (ii) the additional (a) excise tax under Section 4999 of the Code, (b) hospital insurance tax under Section 3111(b) of the Code, and (c) federal, state and local income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (i) and (ii) the further excise, hospital insurance and income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (ii) and this item (iii) and any other indemnification under this Section 6.

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER el▇▇▇▇ ▇o terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, then the Company shall pay the Executive an amount equal to ten times salary and those same amounts at the same time as indicated in Section 14 and Sections 5.2(d)(i)-(v14(A)-14(E) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Cause, and, with regard to Section 4.4 of this Agreement, the 14(B),the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 15Paragraph 5(c), 2004 attached hereto as "Exhibit A" and at the time Executive exercises such stock options, TASKER shshall cause such stock ▇▇▇ ▇▇use such stock options, and such stock options not yet vested, ▇▇s to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this the Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or any of its affiliate▇ (▇▇▇ ▇f its affiliates (the "Change of Control Benefits"), TASKER shshall indemnify the Exe▇▇▇▇▇▇ ▇▇demnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses expenses, and excise taxes. To effect this indemnification, TASKER shshall pay to Executive ▇▇▇ "▇▇y to Executive the "Additional dditional Amount" now describeddescribed in this Section 15(C). The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) the excise tax that will be imposed on the Executive under Section 4999 of the Code with respect to the Change of Control Benefits; (ii) the additional (aA) excise tax under Section 4999 of the Code, (bB) hospital insurance tax under Section 3111(b) of the Code, and (cC) federal, state and local income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (i) ); and (iiiii) the further excise, hospital insurance and income taxes for which the Executive is or will be liable on account of the payment of the amount described descried in item (ii) and this item (iii) and any other indemnification payment under this Section 615(C). The Additional Amount shall be calculated and paid to the Executive at the time that the Termination Payment is paid to the Executive. In calculating the Additional Amount, the highest marginal rates of federal and applicable state and local income taxes applicable to individuals and in effect for the year in which the Change or Control occurs shall be used. Nothing in this Section 15(C) shall give the Executive the right to receive indemnification from TASKER or its affiliates for f▇▇▇▇▇▇, state or local income taxes or hospital insurance taxes payable solely as a result of the Executive's receipt of (a) the Termination Payment or (b) any additional payment, benefit or compensation other than additional compensation in the form of the excise tax payment specified in item (i) above. As specified in items (ii) and (iii) above, all income, hospital insurance and additional excise taxes resulting from additional compensation in the form of the excise tax payment specified in item (i) above shall be paid to the Executive. The provisions of this Section 15(C) are illustrated by the following example: Assume that the Termination Payment and all other Change in Control Benefits result in a total federal, state and local income tax and hospital insurance tax liability of $180,000; and an excise tax liability under Code Section 4999 of $70,000. Under such circumstances, the Executive is solely responsible for the $180,000 income and hospital insurance tax liability; and TASKER must pay to the Executi▇▇ $▇▇,000, plus an amount necessary to indemnify the Executive for all federal, state and local income taxes, hospital insurance taxes, and excise taxes that will result from the $70,000 payment to the Executive and from all further indemnification to the Executive of taxes attributable to the initial $70,000 payment.

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER el▇▇▇▇ ▇o terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, the Company shall pay the Executive those same amounts at the same time as indicated in Sections 5.2(d)(i)-(v) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Causeinclusive, and, with regard to Section 4.4 4.3 of this Agreement, the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 151, 2004 attached hereto as "Exhibit A" and at the time Executive exercises such options, TASKER sh▇sha▇▇ ▇▇use such stock options, and ▇se such stock options not yet vested, to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or ▇▇▇ ▇f any of its affiliates (the "Change of Control Benefits"), TASKER sh▇sha▇▇ ▇▇demnify ▇emnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses and excise taxes. To effect this indemnification, TASKER sh▇sha▇▇ ▇▇y ▇ to Executive the "Additional Amount" now described. The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) the excise tax that will be imposed on the Executive under Section 4999 of the Code with respect to the Change of Control Benefits; (ii) the additional (a) excise tax under Section 4999 of the Code, (b) hospital insurance tax under Section 3111(b) of the Code, and (c) federal, state and local income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (i) and (ii) the further excise, hospital insurance and income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (ii) and this item (iii) and any other indemnification under this Section 6.

Compensation Upon Termination Based Upon Change in Control – Payment of Excise Taxes. If a termination occurs and whether the Executive or TASKER el▇▇▇▇ ▇o elects to terminate this Agreement in accordance with paragraph 6 of this Agreement upon a Change in Control as defined above, the Company shall pay the Executive those same amounts at the same time as indicated in Sections 5.2(d)(i)-(v) above, inclusive substituting Termination Following a Change in Control for Voluntary Termination for Good Reason and Termination Without Cause, and, with regard to Section 4.4 of this Agreement, the Executive shall have the right, in his sole and absolute discretion, to immediately, or at any time thereafter, exercise the stock options provided to Executive as additional compensation under the Notice of Grant dated November 15, 2004 attached hereto as "Exhibit A" and at the time Executive exercises such options, TASKER sh▇▇▇ ▇▇use such stock options, and such stock options not yet vested, to ALL (both vested and those not yet vested) immediately vest and be freely exercisable by Executive, as if the Executive had terminated this Agreement as a Voluntary Termination for Good Reason (a "Termination Payment"). In addition, if the excise tax on "excess parachute payments," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive under Code Section 4999 as a result of the Executive's receipt of the Termination Payment or any other payment (without regard to the "Additional Amount" described below) which the Executive receives or has the right to receive from TASKER or ▇▇▇ ▇f its affiliates (the "Change of Control Benefits"), TASKER sh▇▇▇ ▇▇demnify indemnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses and excise taxes. To effect this indemnification, TASKER sh▇▇▇ ▇▇y to Executive the "Additional Amount" now described. The Additional Amount shall be the amount that is sufficient to indemnify and hold the Executive harmless from the application of Code Section 280G and 4999 of the Code, including the amount of (i) the excise tax that will be imposed on the Executive under Section 4999 of the Code with respect to the Change of Control Benefits; (ii) the additional (a) excise tax under Section 4999 of the Code, (b) hospital insurance tax under Section 3111(b) of the Code, and (c) federal, state and local income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (i) and (ii) the further excise, hospital insurance and income taxes for which the Executive is or will be liable on account of the payment of the amount described in item (ii) and this item (iii) and any other indemnification under this Section 6.the