EMPLOYMENT UNDER THIS AGREEMENT (I) FOR CAUSE, AS DEFINED IN SECTION 6.2, (II)
IF EXECUTIVE BECOMES DISABLED, OR (III) UPON EXECUTIVE'S DEATH, THE COMPANY'S
OBLIGATIONS UNDER THIS AGREEMENT SHALL CEASE AS OF THE DATE OF TERMINATION;
PROVIDED, HOWEVER, THAT EXECUTIVE WILL BE ENTITLED TO WHATEVER BENEFITS ARE
PAYABLE PURSUANT TO THE TERMS OF ANY HEALTH, LIFE INSURANCE, DISABILITY,
WELFARE, RETIREMENT OR OTHER PLAN OR PROGRAM MAINTAINED BY THE COMPANY. IF THE
COMPANY TERMINATES EXECUTIVE DURING THE TERM OF THIS AGREEMENT OTHER THAN
PURSUANT TO CLAUSES (I) THROUGH (III) OF THIS SECTION 5.2, EXECUTIVE SHALL BE
ENTITLED TO RECEIVE THE COMPENSATION AND BENEFITS PROVIDED IN SUBSECTIONS (A)
THROUGH (G) OF SECTION 5.1 ABOVE FOR THE SEVERANCE PERIOD, AND SUBJECT TO THE
PROVISIONS (INCLUDING THE NONMITIGATION PROVISION) AND LIMITATIONS THEREIN.
5.3
TAX EQUALIZATION PAYMENT.
(A)
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN THE
EVENT IT SHALL BE DETERMINED (AS HEREAFTER PROVIDED) THAT ANY PAYMENT OR
DISTRIBUTION TO OR FOR THE EXECUTIVE, WHETHER PAID OR PAYABLE OR DISTRIBUTED OR
DISTRIBUTABLE PURSUANT TO THE TERMS OF THIS AGREEMENT OR PURSUANT TO OR BY
REASON OF ANY OTHER AGREEMENT, POLICY, PLAN, PROGRAM OR ARRANGEMENT, OR SIMILAR
RIGHT (A "PAYMENT"), WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999
OF THE CODE (OR ANY SUCCESSOR PROVISIONS THERETO),
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OR ANY INTEREST OR PENALTIES WITH RESPECT TO SUCH EXCISE TAX (SUCH EXCISE TAX,
TOGETHER WITH ANY SUCH INTEREST AND PENALTIES, ARE HEREAFTER COLLECTIVELY
REFERRED TO AS THE "EXCISE TAX"), THEN THE EXECUTIVE SHALL BE ENTITLED TO
RECEIVE OR HAVE PAID ON HIS BEHALF AN ADDITIONAL PAYMENT OR PAYMENTS (A
"GROSS-UP PAYMENT") FROM THE COMPANY. THE TOTAL AMOUNT OF THE GROSS-UP PAYMENT
SHALL BE AN AMOUNT SUCH THAT, AFTER PAYMENT BY (OR ON BEHALF OF) THE EXECUTIVE
OF ANY EXCISE TAX AND ALL FEDERAL, STATE AND OTHER TAXES (INCLUDING ANY INTEREST
OR PENALTIES IMPOSED WITH RESPECT TO SUCH TAXES) IMPOSED UPON THE GROSS-UP
PAYMENT, THE REMAINING AMOUNT OF THE GROSS-UP PAYMENT IS EQUAL TO THE EXCISE TAX
IMPOSED UPON THE PAYMENTS. FOR PURPOSES OF CLARITY, THE AMOUNT OF THE GROSS-UP
PAYMENT SHALL BE THAT AMOUNT NECESSARY TO PAY THE EXCISE TAX IN FULL AND ALL
TAXES ASSESSED UPON THE GROSS-UP PAYMENT (INCLUDING ADDITIONAL EXCISE TAXES).
(B)
AN INITIAL DETERMINATION AS TO WHETHER A GROSS-UP PAYMENT IS REQUIRED
PURSUANT TO THIS SUBSECTION (B) AND THE AMOUNT OF SUCH GROSS-UP PAYMENT SHALL BE
MADE BY AN ACCOUNTING FIRM SELECTED BY THE COMPANY AND REASONABLY ACCEPTABLE TO
EXECUTIVE WHICH IS THEN ONE OF THE FOUR LARGEST ACCOUNTING FIRMS IN THE UNITED
STATES (THE "ACCOUNTING FIRM"). THE ACCOUNTING FIRM SHALL PROVIDE ITS
DETERMINATION (THE "DETERMINATION"), TOGETHER WITH DETAILED SUPPORTING
CALCULATIONS AND DOCUMENTATION TO THE COMPANY AND THE EXECUTIVE AS PROMPTLY AS
PRACTICABLE AFTER SUCH CALCULATION IS REQUESTED BY THE COMPANY OR BY THE
EXECUTIVE, AND IF THE ACCOUNTING FIRM DETERMINES THAT NO EXCISE TAX IS PAYABLE
BY THE EXECUTIVE WITH RESPECT TO A PAYMENT OR PAYMENTS, IT SHALL FURNISH THE
EXECUTIVE WITH A SUBSTANTIAL AUTHORITY OPINION REASONABLY