BUSINESS DAYS AFTER RECEIPT FROM YOU OF A
STATEMENT THEREFORE AND REASONABLE EVIDENCE OF YOUR PAYMENT THEREOF.
(H)
THE COMPANY AND YOU SHALL EACH PROVIDE THE ACCOUNTING FIRM ACCESS
TO AND COPIES OF ANY BOOKS, RECORDS AND DOCUMENTS IN THE POSSESSION OF THE
COMPANY OR YOU, AS THE CASE MAY BE, REASONABLY REQUESTED BY THE ACCOUNTING FIRM,
AND OTHERWISE COOPERATE WITH THE ACCOUNTING FIRM IN CONNECTION WITH THE
PREPARATION AND ISSUANCE OF THE DETERMINATIONS AND CALCULATIONS CONTEMPLATED BY
THE PRECEDING SUBSECTIONS.
ANY DETERMINATION BY THE ACCOUNTING FIRM SHALL BE
BINDING UPON THE COMPANY AND YOU.
(I)
THE FEDERAL, STATE AND LOCAL INCOME OR OTHER TAX RETURNS FILED BY
YOU SHALL BE PREPARED AND FILED ON A CONSISTENT BASIS WITH THE DETERMINATION OF
THE ACCOUNTING FIRM
14
WITH RESPECT TO THE EXCISE TAX PAYABLE BY YOU.
YOU, AT THE REQUEST OF THE
COMPANY, SHALL PROVIDE THE COMPANY TRUE AND CORRECT COPIES (WITH ANY AMENDMENTS)
OF YOUR FEDERAL INCOME TAX RETURN AS FILED WITH THE INTERNAL REVENUE SERVICE AND
CORRESPONDING STATE AND LOCAL TAX RETURNS, IF RELEVANT, AS FILED WITH THE
APPLICABLE TAXING AUTHORITY, AND SUCH OTHER DOCUMENTS REASONABLY REQUESTED BY
THE COMPANY, EVIDENCING SUCH CONFORMITY.
(J)
ALL PAYMENTS TO BE MADE TO YOU UNDER THIS SECTION 18 MUST BE PAID
BY THE END OF YOUR TAXABLE YEAR NEXT FOLLOWING THE YEAR IN WHICH THE TAXES THAT
ARE THE SUBJECT OF THE AUDIT OR LITIGATION ARE REMITTED TO THE TAXING
AUTHORITIES OR, WHERE NO SUCH TAXES ARE REMITTED, THE END OF YOUR TAXABLE YEAR
FOLLOWING THE YEAR IN WHICH THE AUDIT IS COMPLETED OR THERE IS A FINAL AND
NON-APPEALABLE SETTLEMENT OR THE RESOLUTION OF THE LITIGATION.
19.
TAX LIABILITIES AND CODE SECTION 409A.
ANY PAYMENTS OR BENEFITS
THAT YOU RECEIVE PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO REDUCTION FOR
ANY APPLICABLE EMPLOYMENT OR WITHHOLDING TAXES.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS PLAN, IF YOU ARE A SPECIFIED EMPLOYEE, AND IF THE AMOUNTS THAT
YOU ARE ENTITLED TO RECEIVE PURSUANT TO SECTION 6 ARE NOT OTHERWISE EXEMPT FROM
SECTION 409A OF THE CODE, THEN TO THE EXTENT NECESSARY TO COMPLY WITH SECTION
409A, NO PAYMENTS FOR SUCH AMOUNTS MAY BE MADE UNDER THIS AGREEMENT (INCLUDING,
IF NECESSARY, ANY PAYMENTS FOR WELFARE OR OTHER BENEFITS IN WHICH CASE YOU MAY
BE REQUIRED TO PAY FOR SUCH COVERAGE OR BENEFITS AND RECEIVE REIMBURSEMENT WHEN
PAYMENT IS NO LONGER PROHIBITED) BEFORE THE DATE WHICH IS SIX (6) MONTHS AFTER
YOUR TERMINATION OF EMPLOYMENT OR, IF EARLIER, YOUR DATE OF DEATH.
ALL SUCH
AMOUNTS, WHICH WOULD HAVE OTHERWISE BEEN REQUIRED TO BE PAID OVER SUCH SIX (6)
MONTHS AFTER YOUR TERMINATION OF EMPLOYMENT OR, IF EARLIER, YOUR DATE OF DEATH,
SHALL BE PAID TO YOU IN ONE LUMP SUM PAYMENT AS SOON AS ADMINISTRATIVELY
FEASIBLE AFTER THE DATE WHICH IS SIX (6) MONTHS AFTER YOUR TERMINATION OF
EMPLOYMENT OR, IF EARLIER, YOUR DATE OF DEATH.
ALL SUCH REMAINING PAYMENTS
SHALL BE MADE AS IF THEY HAD BEGUN AS SET FORTH IN THIS AGREEMENT.
FOR