In addition, "Discretionary Expenses" shall include for a given Pod any liability for federal, state, local or other taxes attributable to the merger into Medical Group (or attributable to taxable periods preceding the merger) of any entity owned by one or more Medical Group Physicians practicing in such Pod provided, however that there shall be excluded any such tax liability if and to the extent that Medical Group or PQC has received payment from the Physician Members of the applicable Pod pursuant to the indemnification provisions of any agreement of merger pursuant to which the said merger has occurred and provided, further that if any such Discretionary Expense arises prior to an initial public offering of PQC stock, the Joint Policy Board may recommend to PQC that it consider taking steps to finance such taxes or otherwise stage the imposition of such Discretionary Expenses over a period of three years, which recommendation shall be subject to the Board of Directors of PQC. With respect to any Fiscal Period commencing after December 31, 1996, Discretionary Expenses means any personnel, operating and other expenses, including Physician Pod Practice Expenses, over and above the standard levels developed by the Joint Policy Board and approved by PQC and included in a Pod's annual operating budget, as adjusted from time to time in accordance with Appendix B attached hereto or the terms of any Employment Agreement. Discretionary Expenses means, during the Fiscal Period ended - December 31, 1996, any increase in actual staffing or other expenses, including Physician Pod Practice Expenses, above the levels set forth in Appendix D to this Agreement, subject to adjustment in successive Fiscal Periods pursuant to approval by the Joint Policy Board as part of the budgetary process contemplated in Appendix A to the form of Employment Agreement attached hereto.
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