TAX SHARING AGREEMENT

Exhibit 10.3

TAX SHARING AGREEMENT

by and between

iGATE CORPORATION and

MASTECH HOLDINGS, INC.

September 30, 2008

 

TABLE OF CONTENTS

 

 

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TAX SHARING AGREEMENT

THIS TAX SHARING AGREEMENT (this “ Agreement ”) is made and entered into as of the 30 ^th day of September, 2008, by and between iGATE Corporation, a Pennsylvania corporation (“ iGATE ”) and Mastech Holdings, Inc., a Pennsylvania corporation (“ Mastech ”). Each of iGATE and Mastech are sometimes referred to herein as a “ Party ” and collectively, as the “ Parties ”.

W I T N E S S E T H:

WHEREAS, iGATE, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including: (i) the iGATE Business; and (ii) the Mastech Business;

WHEREAS, the Board of Directors of iGATE has determined that it is appropriate, desirable and in the best interests of iGATE and its stockholders to separate iGATE into two (2) separate, publicly traded companies, one for each of: (i) the iGATE Business, which shall be owned and conducted, directly or indirectly, by iGATE; and (ii) the Mastech Business, which shall be owned and conducted, directly or indirectly, by Mastech;

WHEREAS, in order to effect such separation, the Board of Directors of iGATE has determined that it is appropriate, desirable and in the best interests of iGATE and its stockholders: (i) for iGATE and certain of its subsidiaries to enter into a series of transactions whereby, among other things, iGATE will contribute to Mastech the stock of Mastech Trademark Systems, Inc., Global Financial Services of Nevada, iGATE Mastech, Inc., and RPOworldwide, Inc.; and (ii) for iGATE to distribute to the holders of iGATE Common Stock on a pro rata basis (in each case without consideration being paid by such stockholders) all of the issued and outstanding shares of common stock of Mastech (the “ Mastech Common Stock ”) (such transactions as they may be amended or modified from time to time, collectively, the “ Plan of Separation ”);

WHEREAS, it is the intention of the Parties that each of the contributions of assets to, and the assumption of liabilities by, Mastech together with the corresponding distribution of all of the Mastech Common Stock shall qualify as a reorganization within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “ Code ”);

WHEREAS, it is the intention of the Parties that the distribution of Mastech Common Stock to the stockholders of iGATE will qualify as a tax-free distribution within the meaning of Section 355(a) of the Code to such stockholders; and

WHEREAS, in connection with the Plan of Separation, each of the Parties desire to set forth their agreement on the rights and obligations with respect to handling and allocating Taxes and related matters.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 General . As used in this Agreement, the following terms shall have the following meanings:

(1) “ AAA ” has the meaning set forth in Section 12.2 .

(2) “ Accounting Dispute ” has the meaning set forth in Section 12.2 .

(3) “ Affiliate ” means a Person that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. For purposes hereof, none of the Parties or their respective Subsidiaries (determined immediately after the Distribution Date) shall he considered an “Affiliate” of the other Party or its respective Subsidiaries (determined on the same basis).

(4) “ Agreement ” has the meaning set forth in the preamble hereto.

(5) “ Ancillary Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

(6) “ Audit ” means any audit, assessment of Taxes, other examination by any Taxing Authority, proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

(7) “ Business Day ” means any day other than a Saturday, Sunday or a day on which banks are required to be closed in Pittsburgh, Pennsylvania.

(8) “ Business Entity ” means any corporation, partnership, limited liability company or other entity.

(9) “ Code ” has the meaning referred to in the recitals to this Agreement.

(10) “ Common Parent ” means: (i) for U.S. federal income tax purposes, the “common parent corporation” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code) filing a U.S. federal consolidated income tax return; or (ii) for state, local or foreign income tax purposes, the common parent (or similar term) of a consolidated, unitary, combined or similar group.

(11) “ Credit Carryover ” means the aggregate of all alternative minimum Tax credit carryovers, general business credit carryovers and foreign Tax credit carryovers.

(12) “ Dispute ” means any dispute, controversy or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or

 

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breach of this Agreement or otherwise arising out of, or in any way related to, this Agreement or the transactions contemplated thereby, including any claim based in contract, tort, statute or constitution.

(13) “ Dispute Notice ” has the meaning set forth in Section 12.1 .

(14) “ Distribution ” means the distribution on the Distribution Date to holders of record of shares of iGATE Common Stock as of the Distribution Record Date of the Mastech Common Stock owned by iGATE on the basis of one (1) share of Mastech Common Stock for every 15 outstanding shares of iGATE Common Stock.

(15) “ Distribution Date ” means September 30, 2008.

(16) “ Distribution Record Date ” means September 16, 2008.

(17) “ Distribution Taxes ” means any and all Taxes required to be paid by or imposed on the Parties (or any Tax Group of the Parties) resulting from, or directly arising in connection with, the failure of the Distribution to qualify under Section 355(a) or (c) of the Code or, if applicable, Section 361(c) of the Code, or the application of Sections 355(d) or (e) of the Code to the Distribution, or under the corresponding provisions of the Laws of other jurisdictions.

(18) “ Due Date ” means the date (taking into account all valid extensions) upon which a Tax Return is required to be filed.

(19) “ Fault ” has the meaning set forth in Section 5.2 .

(20) “ Fifty Percent or Greater Interest ” means a “50-percent or greater interest” for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations promulgated thereunder.

(21) “ Final Determination ” means the final-resolution of liability for any Tax for any taxable period, by or as a result of:

 

(i)

a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed;

 

(ii)

a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period;

 

(iii)

any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or

 

(iv)

any other final disposition, including by reason of the expiration of the applicable statute of limitations.

 

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(22) “ Final Tax Attribute Allocation ” has the meaning set forth in Section 10.1(b) .

(23) “ Force Majeure ” has the meaning set forth in the Ancillary Agreements.

(24) “ Group ” means the iGATE Group or the Mastech Group.

(25) “ IRS ” means the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

(26) “ iGATE ” has the meaning set forth in the preamble of this Agreement.

(27) “ iGATE Business ” has the meaning set forth in the Separation and Distribution Agreement.

(28) “ iGATE Common Stock ” has the meaning set forth in the Separation and Distribution Agreement.

(29) “ iGATE Employee ” has the meaning set forth in the Separation and Distribution Agreement.

(30) “ iGATE Group ” has the meaning set forth in the Separation and Distribution Agreement.

(31) “ iGATE Indemnitees ” means iGATE, each member of the iGATE Group, each of their respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, except the Mastech Indemnitees.

(32) “ iGATE Option ” means an option to acquire iGATE Common Stock.

(33) “ iGATE Option Holder ” means a holder of an iGATE Option.

(34) “ iGATE Subsidiaries ” means all direct and indirect Subsidiaries of iGATE, determined immediately after the Distribution Date.

(35) “ Income Tax Returns ” mean all Tax Returns relating to Income Taxes.

(36) “ Income Taxes ” means: (i) all Taxes based upon, measured by, or calculated with respect to (A) net income or profits (including, but not limited to, any capital gains, minimum Tax or any Tax on items of Tax preference, but not including sales, use, real or personal property, gross or net receipts, transfer or similar Taxes) or (B) multiple bases (including, but not limited to, corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (i)(A) above; and (ii) all U.S., state, local or foreign franchise Taxes, including in the case of each of (i) and (ii) any related interest and any penalties, additions to such Tax or additional amounts imposed with respect thereto by any Tax Authority.

 

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(37) “ Indemnified Party ” means the Party (or Indemnitee) which is or may be entitled pursuant to this Agreement to receive any payments (including reimbursement for Taxes or costs and expenses) from the other Party to this Agreement.

(38) “ Indemnifying Party ” means the Party which is or may be required pursuant to this Agreement to make indemnification or other payments (including reimbursement for Taxes and costs and expenses) to the other Party to this Agreement.

(39) “ Indemnitee ” means an iGATE Indemnitee or a Mastech Indemnitee.

(40) “ Independent Firm ” means a nationally recognized accounting firm other than UHY LLP and Ernst & Young.

(41) “ Law ” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, administrative pronouncement, order, requirement or rule of law (including common law).

(42) “ Mastech ” has the meaning set forth in the recitals to this Agreement.

(43) “ Mastech Business ” has the meaning set forth in the Separation and Distribution Agreement.

(44) “ Mastech Common Stock ” has the meaning set forth in the recitals hereto.

(45) “ Mastech Employee ” has the meaning set forth in the Separation and Distribution Agreement.

(46) “ Mastech Group ” has the meaning set forth in the Separation and Distribution Agreement.

(47) “ Mastech Indemnitees ” means Mastech, each member of the Mastech Group, each of their respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

(48) “ Mastech Option ” means an option to acquire Mastech Common Stock.

(49) “ Mastech Option Holder ” means a holder of a Mastech Option.

(50) “ Mastech Subsidiaries ” means all direct and indirect Subsidiaries of Mastech, determined immediately after the Distribution (and predecessors of such entities).

(51) “ Mastech Tax Audit ” means all Audits relating to or involving a Mastech Tax Return.

(52) “ Mastech Tax Return ” means:

 

(i)

any Income Tax Returns required to be filed by any Tax Group of which Mastech or a Mastech Subsidiary is the Common Parent;

 

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(ii)

any U.S., state, local or foreign separate Income Tax Return required to be filed by Mastech or a Mastech Subsidiary; and

 

(iii)

any U.S., state, local or foreign separate Non-Income Tax Return required to be filed by Mastech or a Mastech Subsidiary.

(53) “ Mastech Taxes ” means all Taxes required to be paid by or imposed upon Mastech or a Mastech Subsidiary with respect to all Mastech Tax Returns.

(54) “ Non-Income Tax Returns ” mean all Tax Returns other than Income Tax Returns.

(55) “ Non-Income Taxes ” mean all Taxes other than Income Taxes.

(56) “ Options ” means, collectively, and as the context requires, iGATE Options and Mastech Options.

(57) “ Ordinary Course of Business ” means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person consistent with the past practices of such Person.

(58) “ Other Dispute ” has the meaning set forth in Section 12.2(b) .

(59) “ Party ” has the meaning set forth in the preamble hereto.

(60) “ Pennsylvania Courts ” has the meaning set forth in Section 13.15.

(61) “ Person ” means any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any governmental entity.

(62) “ Plan of Separation ” has the meaning set forth in the recitals hereto.

(63) “ Post-Spin Tax Return ” means:

 

(i)

any Income Tax Return required to be filed by any Tax Group of which iGATE is the Common Parent for Tax years beginning on or after the Distribution Date;

 

(ii)

any U.S., state, local or foreign separate Income Tax Return required to be filed by iGATE or any of its Subsidiaries for Tax years beginning on or after the Distribution Date; and

 

(iii)

any U.S., state, local or foreign Non-Income Tax Return required to be filed by iGATE or any of its Subsidiaries for Tax years beginning on or after the Distribution Date.

(64) “ Post-Spin Taxes ” means all Taxes required to paid by or imposed upon iGATE with respect to all Post-Spin Tax Returns.

 

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(65) “ Post-Distribution Tax Period ” means:

 

(i)

in the case of iGATE, a Tax year beginning on or after January 1, 2009; and

 

(ii)

in the case of Mastech, a Tax year beginning after the Distribution Date.

(66) “ Post-Spin Audits ” means all Audits relating to all Post-Spin Tax Returns.

(67) “ Pre-Spin Audits ” means all Audits relating to all Pre-Spin Tax Returns.

(68) “ Pre-Spin Correlative Adjustment ” means a disallowance of an item of deduction, loss or credit (or an increase of an item of income or gain) included in the applicable Tax Return that is related or attributable to the business or operations of Mastech or its Subsidiaries and also is more likely than not to result in a related correlative increase of an item of deduction, loss or credit (or reduction of an item of income or gain for a Post-Distribution Tax Period of such entity). For purposes of this Agreement, a Correlative Adjustment shall not include any such disallowance or increase that more likely than not will result in an increase in basis in property the basis of which is neither deductible, depreciable or amortizable.

(69) “ Pre-Spin Tax Returns ” means:

 

(i)

any Income Tax Returns (other than Post-Spin Tax Returns) required to be filed by any Tax Groups of which iGATE is the Common Parent for Tax years ending on or prior to December 31, 2008;

 

(ii)

any U.S., state, local or foreign separate Income Tax Return (other than a Post-Spin Tax Return) required to be filed by iGATE or any of its Subsidiaries for Tax years ending on or prior to December 31, 2008; and

 

(iii)

any U.S., state, local or foreign Non-Income Tax Return (other than a Post-Spin Tax Return) required to be filed by iGATE or any of its Subsidiaries for Tax years ending on or prior to December 31, 2008.

(70) “ Pre-Spin Taxes ” means all Taxes required to be paid by or imposed upon iGATE with respect to all Pre-Spin Tax Returns.

(71) “ Prime Rate ” has the meaning set forth in the Separation and Distribution Agreement.

(72) “ Principal Shareholders ” means Ashok Trivedi and Sunil Wadhwani.

(73) “ Principal Shareholders Agreement ” means that certain agreement by and between the Principal Shareholders and the Parties dated September 30, 2008.

 

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(74) “ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of related transactions), as a result of which any of the Parties (or any successor thereto) would merge or consolidate with any other Person or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire (through an option or otherwise) from any of the Parties (or any successor thereto) and/or one or more holders of their common stock, respectively, any amount of stock of any of the Parties, as the case may be, that would, when combined with any other changes in ownership of the stock of such Party pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise more than thirty-five percent (35%) or more of: (i) the value of all outstanding stock of such Party as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series; or (ii) the total combined voting power of all outstanding stock of such Party as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by the parties in good faith.

(75) “ Reed Smith ” means Reed Smith LLP.

(76) “ Refund ” means any refund of Taxes (including any overpayment of Taxes for a period ending on or prior to December 31, 2008 that can be refunded or, alternatively, applied to future Taxes payable), including any interest paid on or with respect to such refund of Taxes, provided , however , that with respect to any refund of Taxes imposed on any Person, refunds shall be net of any Taxes imposed on or related or attributable to the receipt or accrual of such refund.

(77) “ Requesting Party ” has the meaning set forth in Section 5.3 .

(78) “ Restricted Period ” means the period beginning the day after the Distribution Date and ending on the two-year anniversary thereof.

(79) “ Rules ” has the meaning set forth in Section 12.2 .

(80) “ Separation and Distribution Agreement ” means the Separation and Distribution Agreement by and between iGATE and Mastech, dated as of September 30, 2008.

(81) “ Steps Memorandum ” means the memorandum attached hereto as Exhibit A .

(82) “ Subsidiary ” of any Person means, on any date, any Person of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests or more than fifty percent (50%) of

 

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the profits or losses of which are, as of such date, owned, controlled or held by the applicable Person or one or more subsidiaries of such Person. For purposes hereof, none of the Parties or their respective Subsidiaries (determined immediately after the Distribution Date) shall be considered a “Subsidiary” of the other Party or its respective Subsidiaries (determined on the same basis).

(83) “ Tax Benefit Actually Realized ” means an actual reduction in Taxes otherwise due and payable by a Party or its Affiliates which reduction is solely attributable to the accrual or payment of a Tax, cost, expense, liability or other amount by such Party or its Affiliates which accrual or payment resulted in the right by such Party or its Affiliates to receive a payment from another Party pursuant to this Agreement.

(84) “ Tax-Free Status ” means the qualification of the Distribution and related transactions as a distribution in which no gain or loss is recognized, and no amount is included in income, including by reason of Distribution Taxes, for U.S. federal income Tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant to Treasury Regulations promulgated under Section 1502 of the Code).

(85) “ Tax Group ” means any U.S. federal, state, local or foreign affiliated, consolidated, combined, unitary or similar group that files an Income Tax Return.

(86) “ Tax Package ” means that certain information requested of Mastech by iGATE related to iGATE’s preparation of a Pre-Spin Tax Return, which information may include:

 

(i)

a pro forma Tax Return relating to the operations of Mastech and/or its Subsidiaries that is required to be included in any Tax Group of which iGATE is or was the Common Parent and Mastech and/or such Subsidiaries is or was a member for one or more days in a taxable year; and

 

(ii)

all information relating to the operations of Mastech and/or its Subsidiaries that is reasonably necessary to prepare and file the applicable Income Tax Return required to be filed by any Tax Group of which iGATE is or was the common parent and Mastech or any of its Subsidiaries is or was a member for one or more days in a Tax year.

(87) “ Tax Representation Letter ” means a letter containing certain representations and covenants issued by a Party to Reed Smith in connection with certain Tax opinions to be rendered by Reed Smith to iGATE in connection with the Plan of Separation.

(88) “ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) required to be supplied to, or filed with, a Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax.

 

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(89) “ Tax Sharing Agreement Termination Date ” means, as between the applicable Parties and their respective Subsidiaries, the Distribution Date.

(90) “ Taxes ” means all taxes, charges, fees, duties, levies, imposts, or other similar assessments imposed by any federal, state, local or foreign Taxing Authority, including, but not limited to, income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added and other taxes, and any interest, penalties or additions attributable thereto.

(91) “ Taxing Authority ” means any governmental authority or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the Internal Revenue Service).

(92) “ Treasury Regulations ” means the final and temporary (but not proposed) income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(93) “ U.S. ” shall mean United States.

(94) “ Unqualified Tax Opinion ” means an unqualified “should” opinion of a law firm of nationally recognized standing in the field of taxation, which opinion is reasonably acceptable to the Parties and upon which each of the Parties may rely to confirm that a transaction (or transactions) will not result in Distribution Taxes, including confirmation in accordance with Circular 230 or otherwise that may be provided for purposes of avoiding any applicable penalties or additions to Tax.

Section 1.2 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

Section 1.3 Effective Time .

(a) This Agreement shall be effective as of the Distribution Date.

(b) Notwithstanding anything to the contrary contained in this Agreement, for so long as Mastech is still an Affiliate (without regard to the last sentence set forth in such definition) of iGATE, iGATE shall be responsible for any Taxes or other amounts required to be paid by Mastech pursuant to this Agreement.

 

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For the avoidance of doubt, in the event of a conflict between this Section 1.3(b) and any other provision of this Agreement, this Section 1.3(b) shall govern and control.

ARTICLE II

PREPARATION AND FILING OF TAX RETURNS

Section 2.1 Responsibility of iGATE to prepare and file Pre-Spin Tax Returns and Post-Spin Tax Returns .

(a) Pre-Spin Tax Returns .

 

(i)

General . To the extent not previously filed, subject to the rights and obligations of Mastech set forth herein, iGATE shall (at iGATE’s own cost and expense) prepare and file or cause to be prepared and filed, all Pre-Spin Tax Returns.

 

(ii)

Tax Package . To the extent not previously provided, upon the written request of iGATE specifying with particularity the materials requested, Mastech (at its own cost and expense) shall prepare and provide or cause to be prepared and provided to iGATE a Tax Package relating to each Pre-Spin Tax Return required to be filed by any Tax Group of which iGATE was the Common Parent and Mastech or any of its Subsidiaries was a member for one or more days in the relevant Tax year. The Tax Package shall be provided to iGATE no later than May 31, 2009 (other than U.S. Tax Returns for such Tax year of any foreign Subsidiary of Mastech, which shall be provided no later than July 31, 2009). For the avoidance of doubt, in the event Mastech does not fulfill its obligations pursuant to this Section 2.1(a)(ii) , iGATE shall be entitled, at the sole cost and expense of Mastech, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Pre-Spin Tax Return.

 

(iii)

Procedures . In the case of Pre-Spin Tax Returns, to the extent not previously filed, no later than thirty (30) days prior to the Due Date of each such Pre-Spin Tax Return, iGATE shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to Mastech. All such Pre-Spin Tax Returns shall be prepared in accordance with past practices unless otherwise required by applicable law.

(b) Preparation and filing of Post-Spin Tax Returns . iGATE shall (at its own cost and expense) prepare and file or cause to be prepared and filed, all Post-Spin Tax Returns.

 

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Section 2.2 Responsibility of Mastech to prepare and file Mastech Tax Returns .

(a) To the extent not previously filed, no later than thirty (30) days prior to the Due Date of each Mastech Tax Return for any taxable period ending on or prior to December 31, 2008 which Mastech Tax Return includes income that is also included in a Pre-Spin Tax Return, Mastech shall make available or cause to be made available drafts of such Tax Return to iGATE. All such Mastech Tax Returns shall be prepared in accordance with past practice unless otherwise required by applicable Law.

(b) To the extent not previously filed, Mastech shall (at its own cost and expense), subject to Section 2.2(a) , prepare and file or caused to be prepared and filed all Mastech Tax Returns.

Section 2.3 Time of filing Tax Returns; manner of Tax Return preparation . Each Tax Return shall be filed on or prior to the Due Date for such Tax Return by the Party responsible for filing such Tax Return hereunder. Unless otherwise required by a Taxing Authority pursuant to a Final Determination, the Parties hereto shall prepare and file or cause to be prepared and filed all Tax Returns and take all other actions in a manner consistent with (and shall not take any position inconsistent with):

(a) the contributions by iGATE to Mastech of the stock of Mastech Trademark Systems, Inc., Global Financial Services of Nevada, iGATE Mastech, Inc., and RPOworldwide, Inc. and the distribution by iGATE to its stockholders of all of the stock of Mastech, as a reorganization under Sections 368(a)(1)(D) and 355 of the Code; and

(b) the distribution by iGATE to its stockholders of all of the stock of Mastech as a tax-free distribution under Section 355(a) of the Code to such stockholders.

ARTICLE III

RESPONSIBILITY FOR PAYMENT OF TAXES

Section 3.1 Responsibility of iGATE to pay Taxes .

(a) General . Except as otherwise provided in this Agreement, iGATE shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, all Post-Spin Taxes.

(b) Timing of Payments . All Taxes required to be paid or caused to be paid by iGATE to an applicable Taxing Authority pursuant to Section 3.1(a) shall be paid or caused to be paid by iGATE to such applicable Taxing Authority on or prior to the Due Date of the applicable Tax Return.

Section 3.2 Responsibility of Mastech to pay Taxes .

(a) Except as otherwise provided in this Agreement, Mastech shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority, all Mastech Taxes.

 

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(b) Timing of Payments . All Taxes required to be paid or caused to be paid by Mastech to an applicable Taxing Authority pursuant to Section 3.2(a) shall be paid or caused to be paid by Mastech to such applicable Taxing Authority on or prior to the Due Date of the applicable Tax Return.

Section 3.3 Responsibility for Pre-Spin Taxes .

(a) All Pre-Spin Taxes that are identifiable to a specific Party and which are required to be paid or caused to be paid to an applicable Taxing Authority shall be paid or caused to be paid to such applicable Taxing Authority by such Party and such Party shall be solely liable for the payment of such Taxes. The responsible Party pursuant to this Section 3.3(a) shall be entitled to any accrued liabilities related to such Taxes. Notwithstanding anything else contained in this Section 3.3(a) , if a FIN 48 reserve has been created by iGATE and the Pre-Spin Taxes are identifiable to Mastech and pertain to the FIN 48 reserve, Mastech shall be entitled to the benefit of such FIN 48 reserve. Schedule A contains a listing of all FIN 48 reserves created by iGATE.

(b) To the