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DOW JONES & C OMPANY , I NC. CHANGE IN CONTROL EXCISE TAX POLICY

Change of Control Agreement

DOW JONES & C OMPANY , I NC. CHANGE IN CONTROL EXCISE TAX POLICY | Document Parties: Dow Jones & Company, Inc You are currently viewing:
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Dow Jones & Company, Inc

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Title: DOW JONES & C OMPANY , I NC. CHANGE IN CONTROL EXCISE TAX POLICY
Governing Law: New York     Date: 6/7/2007
Industry: Printing and Publishing     Law Firm: Cleary Gottlieb     Sector: Services

DOW JONES & C OMPANY , I NC. CHANGE IN CONTROL EXCISE TAX POLICY, Parties: dow jones & company  inc
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Exhibit 10.10

D OW J ONES  & C OMPANY , I NC .

C HANGE IN C ONTROL E XCISE T AX P OLICY

1. Purpose

The purpose of this Policy is to ensure that the incentives provided by Dow Jones & Company, Inc. and its affiliates (the “ Company ”) to their key employees are not undermined by potential excise tax obligations imposed on such employees by Section 4999 of the Internal Revenue Code of 1986 (the “ Code ”) and to minimize such obligations in appropriate circumstances.

2. Applicability

This Policy is applicable to any employee of the Company at the time of a change described in Section 280G(b)(2)(A)(i) of the Code (a “ Change ”) who becomes subject to the tax imposed by Section 4999 of the Code as a result of such Change. For purposes of this Policy, the term “ Executive Employees ” refers to those employees whose names are set forth on Exhibit A attached hereto, the term “ Key Employees ” refers to all other employees to whom this Policy applies and the term “ Participant ” refers collectively to Executive Employees and Key Employees. The Compensation Committee of the Board of Directors of the Company shall have the authority to amend such Exhibit A from time to time by adding additional persons thereto, it being understood that Exhibit A may not be amended to remove any names therefrom without the express written consent of the person whose name is being removed.

3. Additional Payments in Certain Circumstances

In the event that it shall be determined that (x) any benefit provided or payment made by the Company to or for the benefit of an Executive Employee, whether paid or payable or distributed or distributable pursuant to the terms of an agreement, plan, program, arrangement or otherwise (a “ Payment ”), would subject the Executive Employee to an obligation to pay an excise tax imposed by Section 4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”) and (y) the Executive Employee would continue to be obligated to pay an Excise Tax if the amount of the Executive Employee’s “parachute payments” (as defined in section 280G(b)(2) of the Code, a “ Parachute Payment ”) were to be reduced by 10%, then the Executive Employee shall be entitled to receive an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of clarification and without limiting the effect of the foregoing, it is intended that the Executive Employee should be responsible only for regular federal, state and local income and employment taxes with respect to any Payment to which this Section 3 applies.

 

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4. Reductions in Certain Circumstances

(a) Reduction . In the event that it shall be determined that a Payment would subject a Participant to an Excise Tax and the Participant would not be eligible to receive a Gross-Up Payment pursuant to Section 3 hereof, the amount of Parachute Payments payable to such Participant shall be reduced in the manner provided herein if, to the extent and only to the extent that such reduction would result in a greater after-tax benefit for such Participant than if the Parachute Payments were not reduced; provided , however , that in no event shall such reduction be effected through a delay in the timing of any Payment that is subject to Section 409A of the Code (or that would become subject to 409A of the Code as a result of such delay).

(b) Manner and Order of Reduction . Reductions shall be made in the following order:

1. First, if the Parachute Payments include the value of acceleration in the time at which any Payment, not subject to Section 409A of the Code, is paid, a delay in the time of payment (but not a delay of vesting) of such Payment, provided that such delay shall apply to the aggregate amount of such Payments (and not on a Payment-by-Payment basis) and such aggregate amount shall be delayed only to the extent necessary to satisfy Section 4(a) hereof;

2. Second, to the extent further reduction is required by Section 4(a) hereof, a reduction in the amount of Payments required to be paid or delivered, provided that the applicable Participant shall be entitled to select among the forms of Payment that shall be reduced; and

3. Third, to the extent further reduction is required by Section 4(a) hereof, if the Parachute Payments include the value of acceleration in the time at which any Payment vests, a cutback in the extent of such accelerated vesting, provided that such cutback shall apply to the aggregate amount of such Payments (and not on a Payment-by-Payment basis) and accelerated vesting of such aggregate amount shall be cut back only to the extent necessary to satisfy Section 4(a) hereof.

5. Determinations

(a)(i) Subject to the provisions of paragraph (b) hereof, all determinations required to be made under this Policy with respect to any Participant, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions not specified herein to be used in arriving at such determinations, shall be made by (x) Deloitte Tax LLP (“Deloitte”) or, in the event that Deloitte is not available to make such determination, (y) Cleary Gottlieb Steen & Hamilton LLP (“Cleary”) or, in the event that neither Deloitte nor Cleary is available to make such determination, (z) a nationally recognized accounting or law firm proposed by the Company and reasonably acceptable to such Participant ((x), (y) or (z), as the case may be, the “ Firm ”). Such determination shall be made within fifteen business days after request therefor by notice from such Participant or the Company to the Firm and to the other party. In making such determination with respect to any matter that is uncertain, the Firm shall adopt the position that it believes more likely than not would be adopted by the Internal Revenue Service. The Firm shall provide detailed supporting calculations with respect to its determination both to the Company and the Participant within such fifteen business day period. All fees and expenses of the Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined

 

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pursuant to this paragraph (a), shall be paid by the Company to the Participant within five days of the receipt of the Firm’s determination. If the Firm determines that no Excise Tax is payable by the Participant, including by reason of the operation of Section 4 hereof, it shall furnish the Participant with a written opinion that failure to report the Excise Tax on the Participant’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Firm shall be final, binding and conclusive upon the Company and the Participant, except as provided in the following sentences of this paragraph (a).

(ii) As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Firm hereunder, it is possible that (x) Gross-Up Payments which will not have been made by the Company should have been made (“ Underpayment ”) or that Gross-Up Payments which have been made by the Company should not have been made (“ Excess Gross-Up Payment ”) and (y) reductions made by operation of Section 4 hereof should not hav


 
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