Annual Gross Up Limit

Annual Gross Up Limit. An amount granted annually (on a calendar-year basis and effective January 1 of each year) by Company to Non-Employee Director in an amount equal to the amount of the annual grant Non-Employee Director received for the flight benefits program year 2007 [Insert for Non-Employee Directors first elected after January 1, 2008: (or, if your first election to the Board is after January 1, 2008, an amount equal to the annual grant provided to each other Non-Employee Director for such year)], which... amount shall be adjusted upon any change in the valuation methodology used by Company to calculate imputed income from flights for U.S. federal income tax purposes so as to preserve such annual benefit level of tax gross up (e.g., if a change in the valuation methodology results, on average, in such flights being valued 15% higher than the valuation that would result using the prior valuation methodology, then the Annual Gross Up Limit would be increased by 15%). In determining any adjustment, Company shall be entitled to rely on its good faith calculation, as verified by its internal audit department or independent auditors, which calculation will be provided to Non-Employee Director upon request. Company will provide Non-Employee Director an annual statement specifying the Annual Gross Up Limit and will notify Non-Employee Director promptly of any adjustments to the Annual Gross Up Limit described in this paragraph. Any portion of the Annual Gross Up Limit that remains unused at the end of the calendar year for which it was awarded shall expire and be of no further use or value. View More

Annual Gross Up Limit. An amount granted annually (on a calendar-year basis and effective January 1 of each year) by the Company to each Officer (such amount to be the same for each officer within an officer category and no less than $27,500; provided that, if Flight Benefits described in Section 3(vii)(e) are provided to such Officer after such Officer's termination of employment pursuant to the Policy, then each annual grant for a calendar year beginning after such termination of employment shall, subject to the... remaining provisions of this subparagraph, be in an amount equal to the amount of the annual grant such Officer received for the year in which such termination of employment occurred), which amount shall be adjusted upon any change in the valuation methodology used by the Company to calculate imputed income from flights for U.S. federal income tax purposes so as to preserve such annual benefit level of tax gross up (e.g., if a change in the valuation methodology results, on average, in such flights being valued 15% higher than the valuation that would result using the prior valuation methodology, then the Annual Gross Up Limit would be increased by 15%). In determining any adjustment, the Company shall be entitled to rely on its good faith calculation, as verified by its internal audit department or independent auditors, which calculation will be provided to the Officer upon request. The Company will provide the Officer an annual statement specifying the Annual Gross Up Limit and will notify the Officer promptly of any adjustments to the Annual Gross Up Limit described in this subparagraph. Any portion of the Annual Gross Up Limit that remains unused at the end of the calendar year for which it was awarded shall expire and be of no further use or value View More