SERVICE OR ANY OTHER TAXING AUTHORITY.
(D)
IF, AFTER THE RECEIPT BY EMPLOYEE OF AN AMOUNT PAID OR ADVANCED BY
THE COMPANY PURSUANT TO THIS SECTION 15, EMPLOYEE BECOMES ENTITLED TO RECEIVE
ANY REFUND WITH RESPECT TO A GROSS-UP PAYMENT, EMPLOYEE SHALL (SUBJECT TO THE
COMPANY'S COMPLYING WITH THE REQUIREMENTS OF SECTION 15(C)) PROMPTLY PAY TO THE
COMPANY THE AMOUNT OF SUCH REFUND RECEIVED (TOGETHER WITH ANY INTEREST PAID OR
CREDITED THEREON AFTER TAXES APPLICABLE THERETO). IF, AFTER THE RECEIPT BY
EMPLOYEE OF AN AMOUNT ADVANCED BY THE COMPANY PURSUANT TO SECTION 15(C), A
DETERMINATION IS MADE THAT EMPLOYEE SHALL NOT BE ENTITLED TO ANY REFUND WITH
RESPECT TO SUCH CLAIM AND THE COMPANY DOES NOT NOTIFY EMPLOYEE IN WRITING OF ITS
INTENT TO CONTEST SUCH DENIAL OF REFUND PRIOR TO THE EXPIRATION OF THIRTY DAYS
AFTER SUCH DETERMINATION, THEN SUCH ADVANCE SHALL BE FORGIVEN AND SHALL NOT BE
REQUIRED TO BE REPAID AND THE AMOUNT OF SUCH ADVANCE SHALL OFFSET, TO THE EXTENT
THEREOF, THE AMOUNT OF THE GROSS-UP PAYMENT REQUIRED TO BE PAID.
11
16.
AMENDMENT; ASSIGNMENT.
(A)
THIS AMENDED AGREEMENT IS BINDING ON AND IS FOR THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTORS, ADMINISTRATORS
AND OTHER LEGAL REPRESENTATIVES. NEITHER THIS AMENDED AGREEMENT NOR ANY RIGHT OR
OBLIGATION UNDER THIS AMENDED AGREEMENT MAY BE ASSIGNED, TRANSFERRED, PLEDGED OR
ENCUMBERED BY THE COMPANY OR BY THE EMPLOYEE, EXCEPT AS OTHERWISE PERMITTED
HEREIN.
(B)
THE COMPANY MAY ASSIGN THIS AMENDED AGREEMENT IN WHOLE TO ANY
THIRD PARTY; PROVIDED THAT IN THE EVENT OF ANY ASSIGNMENT TO ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, THE
COMPANY SHALL REQUIRE SUCH SUCCESSOR EXPRESSLY TO ASSUME AND AGREE TO PERFORM
THIS AMENDED AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE
COMPANY WOULD HAVE BEEN REQUIRED TO PERFORM THEM. IF NO SUCH SUCCESSION HAD
TAKEN PLACE. AS USED IN. THIS AMENDED AGREEMENT, "COMPANY" SHALL MEAN BOTH THE
COMPANY AND ANY SUCH SUCCESSOR THAT ASSUMES AND AGREES TO PERFORM THIS AMENDED
AGREEMENT BY OPERATION OF LAW OR OTHERWISE.
17.
WITHHOLDING.
The Company may withhold from any amounts payable to Employee hereunder any
taxes or other amounts that the Company may reasonably determine are required to
be withheld pursuant to any applicable law, regulation, or benefit plan.
18.
ENTIRE AGREEMENT; SEVERABILITY; APPLICABLE LAW; DISSOLUTION
PROCESS; COUNTERPARTS.
(A)
THIS AMENDED AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE EMPLOYEE'S EMPLOYMENT, AND SUPERSEDES AND IS
IN FULL SUBSTITUTION FOR ANY AND ALL PRIOR UNDERSTANDINGS OR AGREEMENTS WITH
RESPECT TO THE EMPLOYEE'S EMPLOYMENT.
(B)
THIS AMENDED AGREEMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN
WRITING SIGNED BY THE PARTIES HERETO, AND ANY PROVISION HEREOF MAY BE WAIVED
ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY OR PARTIES AGAINST WHOM OR
WHICH ENFORCEMENT OF SUCH WAIVER IS SOUGHT. THE FAILURE OF ANY PARTY HERETO AT