WITH RESPECT TO SUCH EXCISE TAX (THE EXCISE TAX, TOGETHER WITH ANY
SUCH INTEREST AND PENALTIES, ARE COLLECTIVELY REFERRED TO HEREIN AS THE "EXCISE
TAX").
(B)
IF THE TAX ADVISOR DETERMINES THAT TOTAL PAYMENTS TO ANY
PARTICIPANT WOULD BE SUBJECT TO THE EXCISE TAX, THEN THE AGGREGATE PRESENT VALUE
OF SEVERANCE BENEFITS UNDER THE PLAN SHALL BE REDUCED TO THE EXTENT NECESSARY SO
THAT THE AGGREGATE PRESENT VALUE OF THE TOTAL PAYMENTS (DETERMINED IN EACH CASE
PURSUANT TO SECTION 280G OF THE CODE AND APPLICABLE REGULATIONS PROMULGATED
THEREUNDER) DOES NOT EXCEED THE GREATEST AMOUNT THAT COULD BE PAID TO THE
PARTICIPANT SUCH THAT THE RECEIPT OF PAYMENTS UNDER THIS PLAN WOULD NOT GIVE
RISE TO ANY EXCISE TAX.
IN THE EVENT THAT A CUTBACK DESCRIBED IN THIS
SECTION 6.1(B) IS REQUIRED, AMOUNTS PAYABLE TO THE PARTICIPANT IN CASH SHALL BE
REDUCED FIRST, FOLLOWED BY A REDUCTION OF OTHER BENEFITS, AS DETERMINED BY THE
TAX ADVISOR.
THE TAX ADVISOR SHALL MAKE A FINAL DETERMINATION AS TO WHETHER A
REDUCTION IN THE AGGREGATE PRESENT VALUE OF THE TOTAL PAYMENTS TO THE
PARTICIPANT IS REQUIRED PURSUANT TO THIS SECTION 6.1(B) NOT LATER THAN THE
LATEST DATE PROVIDED IN SECTION 3.8 OF THIS PLAN FOR PAYMENT OF SEVERANCE
BENEFITS.
(C)
A PARTICIPANT WILL IN GOOD FAITH COOPERATE WITH THE TAX ADVISOR
IN MAKING THE DETERMINATION OF WHETHER A REDUCTION TO SEVERANCE BENEFITS IS
REQUIRED (INCLUDING, WITHOUT LIMITATION, PROVIDING THE TAX ADVISOR WITH
INFORMATION OR DOCUMENTATION AS REASONABLY REQUESTED BY THE TAX ADVISOR).
(D)
ANY DETERMINATION BY THE TAX ADVISOR REGARDING WHETHER A
REDUCTION TO SEVERANCE BENEFITS IS REQUIRED WILL BE CONCLUSIVE AND BINDING UPON
THE PARTICIPANT AND THE COMPANY FOR ALL PURPOSES.
SECTION 7.
CLAIMS PROCEDURE
7.1
ORIGINAL CLAIM.
ANY PARTICIPANT, FORMER PARTICIPANT, OR
BENEFICIARY OF SUCH PARTICIPANT OR FORMER PARTICIPANT, IF HE OR SHE SO DESIRES,
MAY FILE WITH THE COMMITTEE A WRITTEN CLAIM FOR SEVERANCE BENEFITS UNDER THIS
PLAN.
WITHIN 90 DAYS AFTER THE FILING OF SUCH A CLAIM, THE COMMITTEE WILL
NOTIFY THE CLAIMANT IN WRITING WHETHER THE CLAIM IS UPHELD OR DENIED (IN WHOLE
OR IN PART), OR WILL FURNISH THE CLAIMANT A WRITTEN NOTICE DESCRIBING SPECIFIC
SPECIAL CIRCUMSTANCES REQUIRING A SPECIFIED AMOUNT OF ADDITIONAL TIME (BUT NOT
MORE THAN 180 DAYS FROM THE DATE THE CLAIM WAS FILED) TO REACH A DECISION ON THE
CLAIM.
IF THE CLAIM IS DENIED IN WHOLE OR IN PART, THE COMMITTEE WILL STATE IN
WRITING:
(A)
THE SPECIFIC REASONS FOR THE DENIAL;
(B)
THE PERTINENT PROVISIONS OF THIS PLAN ON WHICH THE DENIAL IS
BASED; AND
(C)
ANY ADDITIONAL MATERIAL OR INFORMATION NECESSARY FOR THE
CLAIMANT TO PERFECT THE CLAIM, AND AN EXPLANATION OF WHY SUCH MATERIAL OR
INFORMATION IS NECESSARY.
7.2
Review of Denied Claim. Within 60 days after receipt of notice that
the claim has been denied in whole or in part, the claimant may file with the
Committee a written request for a review and may, in conjunction therewith,
submit written issues and comments.
Within 60 days
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after