PROCEEDINGS WITH RESPECT TO AN EXCISE TAX, INCLUDING
THE RIGHT TO APPEAR AND ACT FOR THE EXECUTIVE AT SUCH PROCEEDINGS IN RESISTING
ANY CONTENTIONS MADE BY THE SERVICE OR A STATE OR LOCAL TAXING AUTHORITY WITH
RESPECT TO AN EXCISE TAX AND TO FILE ANY AND ALL WRITTEN RESPONSES IN CONNECTION
THEREWITH, (3) TO FOREGO ANY AND ALL ADMINISTRATIVE APPEALS, PROCEEDINGS,
HEARINGS AND CONFERENCES WITH THE SERVICE OR A STATE OR LOCAL TAXING AUTHORITY
WITH RESPECT TO AN EXCISE TAX ON THE EXECUTIVE'S BEHALF, AND (4) TO PAY ANY TAX
INCREASE ON THE EXECUTIVE'S BEHALF AND TO CONTROL ALL ADMINISTRATIVE AND
JUDICIAL PROCEEDINGS WITH RESPECT TO A CLAIM FOR REFUND FROM THE SERVICE OR
STATE OR LOCAL TAXING AUTHORITY WITH RESPECT TO SUCH TAX INCREASE.
(F)
THE CORPORATION SHALL BE SOLELY RESPONSIBLE FOR
ALL REASONABLE LEGAL AND ACCOUNTING OR OTHER EXPENSES (WHETHER OF THE
EXECUTIVE'S REPRESENTATIVE OR THE REPRESENTATIVE OF THE CORPORATION) INCURRED IN
CONNECTION WITH ANY SUCH ADMINISTRATIVE OR JUDICIAL PROCEEDINGS INSOFAR AS THEY
RELATE TO AN EXCISE TAX OR OTHER TAX INCREASES RESULTING THEREFROM AND THE
EXECUTIVE AGREES TO EXECUTE AND FILE, OR CAUSE TO BE EXECUTED AND FILED, SUCH
INSTRUMENTS AND DOCUMENTS, INCLUDING, WITHOUT LIMITATION, WAIVERS, CONSENTS AND
POWERS OF ATTORNEYS, AS THE CORPORATION SHALL REASONABLY DEEM NECESSARY OR
DESIRABLE IN ORDER TO ENABLE IT TO EXERCISE THE RIGHTS GRANTED TO IT PURSUANT TO
PART (E) OF THIS SECTION 10.
(G)
THE LIABILITY OF THE CORPORATION SHALL NOT BE
AFFECTED BY THE EXECUTIVE'S FAILURE TO GIVE ANY NOTICE PROVIDED FOR IN THIS
SECTION 10 UNLESS SUCH FAILURE MATERIALLY PREJUDICES THE CORPORATION'S ABILITY
TO EFFECTIVELY RESIST ANY
13
CONTENTIONS MADE BY THE SERVICE OR A STATE OR LOCAL TAXING AUTHORITY.
THE
EXECUTIVE MAY NOT COMPROMISE OR SETTLE A CLAIM WHICH HE IS INDEMNIFIED AGAINST
HEREUNDER WITHOUT THE CONSENT OF THE CORPORATION, UNLESS THE EXECUTIVE CAN
ESTABLISH BY A PREPONDERANCE OF THE EVIDENCE THAT THE DECISION OF THE
CORPORATION WAS NOT MADE IN THE GOOD FAITH BELIEF THAT A MATERIALLY MORE
FAVORABLE RESULT COULD BE OBTAINED BY CONTINUING TO DEFEND AGAINST THE CLAIM (OR
PROSECUTE A CLAIM FOR REFUND).
11.
AT WILL EMPLOYMENT.
NOTHING IN THIS
AGREEMENT SHALL CONFER UPON THE EXECUTIVE THE RIGHT TO REMAIN IN THE EMPLOY OF
THE CORPORATION, IT BEING UNDERSTOOD AND AGREED THAT (A) THE EXECUTIVE IS AN
EMPLOYEE AT WILL AND SERVES AT THE PLEASURE OF THE CORPORATION AT SUCH
COMPENSATION AS THE CORPORATION SHALL DETERMINE FROM TIME TO TIME, AND (B) THE
CORPORATION SHALL HAVE THE RIGHT TO TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY
TIME, WITH OR WITHOUT CAUSE.
12.
RELEASE; CONFIDENTIALITY.
AS A CONDITION TO
RECEIVING THE SPECIAL SEVERANCE PAYMENT, EXECUTIVE SHALL EXECUTE THE GENERAL
RELEASE IN THE FORM ATTACHED AS EXHIBIT A HERETO.
13.
EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT.
IN CONSIDERATION OF THE EXECUTIVE'S EMPLOYMENT
AND CONTINUED EMPLOYMENT, THE PAYMENT OF EXECUTIVE'S COMPENSATION BY THE
CORPORATION, THE CORPORATION ENTRUSTING EXECUTIVE WITH CONFIDENTIAL INFORMATION
(AS DEFINED BELOW), AND THE BENEFITS PROVIDED HEREUNDER, INCLUDING WITHOUT
LIMITATION THE SPECIAL SEVERANCE PAYMENT