PAY TO THE COMPANY THE AMOUNT OF SUCH REFUND (TOGETHER WITH ANY
INTEREST PAID OR CREDITED THEREON AFTER TAXES APPLICABLE THERETO).
IF, AFTER
THE RECEIPT BY THE EXECUTIVE OF AN AMOUNT ADVANCED BY THE COMPANY PURSUANT TO
SECTION 4(C), A DETERMINATION IS MADE THAT THE EXECUTIVE SHALL NOT BE ENTITLED
TO ANY REFUND WITH RESPECT TO SUCH CLAIM AND THE COMPANY DOES NOT NOTIFY THE
EXECUTIVE IN WRITING OF ITS INTENT TO CONTEST SUCH DENIAL OF REFUND PRIOR TO THE
EXPIRATION OF 30 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 GROSS-UP PAYMENT REQUIRED TO
BE PAID.
10
5.
WITHHOLDING TAXES.
THE COMPANY MAY WITHHOLD FROM ALL PAYMENTS
DUE TO THE EXECUTIVE (OR HIS BENEFICIARY OR ESTATE) HEREUNDER ALL TAXES WHICH,
BY APPLICABLE FEDERAL, STATE, LOCAL OR OTHER LAW, THE COMPANY IS REQUIRED TO
WITHHOLD THEREFROM.
6.
REIMBURSEMENT OF EXPENSES.
IF ANY CONTEST OR DISPUTE SHALL ARISE
UNDER THIS AGREEMENT INVOLVING TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY OR INVOLVING THE FAILURE OR REFUSAL OF THE COMPANY TO PERFORM FULLY
IN ACCORDANCE WITH THE TERMS HEREOF, THE COMPANY SHALL REIMBURSE THE EXECUTIVE,
ON A CURRENT BASIS, FOR ALL REASONABLE LEGAL FEES AND EXPENSES, IF ANY, INCURRED
BY THE EXECUTIVE IN CONNECTION WITH SUCH CONTEST OR DISPUTE, TOGETHER WITH
INTEREST THEREON AT A RATE EQUAL TO THE PRIME RATE, AS PUBLISHED UNDER "MONEY
RATES" IN THE WALL STREET JOURNAL FROM TIME TO TIME, BUT IN NO EVENT HIGHER THAN
THE MAXIMUM LEGAL RATE PERMISSIBLE UNDER APPLICABLE LAW, SUCH INTEREST TO ACCRUE
FROM THE DATE THE COMPANY RECEIVES THE EXECUTIVE'S STATEMENT FOR SUCH FEES AND
EXPENSES THROUGH THE DATE OF PAYMENT THEREOF; PROVIDED, HOWEVER, THAT IN THE
EVENT THE RESOLUTION OF ANY SUCH CONTEST OR DISPUTE INCLUDES A FINDING DENYING,
IN TOTAL, THE EXECUTIVE'S CLAIMS IN SUCH CONTEST OR DISPUTE, THE EXECUTIVE SHALL
BE REQUIRED TO REIMBURSE THE COMPANY, OVER A PERIOD OF 12 MONTHS FROM THE DATE
OF SUCH RESOLUTION, FOR ALL SUMS ADVANCED TO THE EXECUTIVE PURSUANT TO THIS
SECTION 6.
7.
OPERATIVE EVENT.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, NO AMOUNTS SHALL BE PAYABLE HEREUNDER UNLESS AND UNTIL THERE IS A
CHANGE IN CONTROL AT A TIME WHEN THE EXECUTIVE IS EMPLOYED BY THE COMPANY.
8.
TERMINATION OF AGREEMENT.
(A)
THIS AGREEMENT SHALL BE EFFECTIVE ON THE EFFECTIVE DATE AND SHALL
EXPIRE ON THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, PROVIDED THAT THE TERM OF
THIS AGREEMENT SHALL BE EXTENDED AUTOMATICALLY FOR ONE ADDITIONAL YEAR AS OF
EACH ANNUAL ANNIVERSARY OF THE EFFECTIVE DATE, COMMENCING WITH THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE (EACH SUCH DATE A "RENEWAL DATE") UNLESS THIS
AGREEMENT IS TERMINATED PURSUANT TO SECTION 8(B) OR, IF EARLIER, UPON THE
EARLIER TO OCCUR OF (I) TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY PRIOR TO A CHANGE IN CONTROL AND (II) THE EXECUTIVE'S DEATH.
NOTWITHSTANDING THE FOREGOING, ANY