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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
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