(B) CONTINUE TO MAKE THE MONTHLY LEASE PAYMENTS UNDER THE
AUTOMOBILE LEASE IN EFFECT FOR THE BENEFIT OF ASSOCIATE IMMEDIATELY PRIOR TO
SUCH TERMINATION, PROVIDED THAT IF ANY PAYMENT (OR PORTION THEREOF) OTHERWISE
DUE UNDER THIS CLAUSE (Z) DURING THE FIRST SIX (6) MONTHS FOLLOWING THE
ASSOCIATE'S TERMINATION OF EMPLOYMENT IS NOT EXEMPT FROM THE APPLICATION OF
SECTION 409A OF THE CODE UNDER APPLICABLE TREASURY REGULATIONS, THE AMOUNT
SUBJECT TO SECTION 409A THAT WOULD OTHERWISE BE PAID DURING SUCH FIRST SIX
MONTHS SHALL BE HELD (WITHOUT ADJUSTMENT FOR EARNINGS AND LOSSES) AND PAID ON
THE FIFTH (5TH) BUSINESS DAY FOLLOWING THE SIX-MONTH ANNIVERSARY OF SUCH
TERMINATION DATE.
F.
AS A CONDITION TO RECEIVING THE SPECIAL SEVERANCE PAYMENT,
(X) CONCURRENTLY WITH ENTERING INTO THIS AGREEMENT, ASSOCIATE SHALL EXECUTE THE
ASSOCIATE CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT
REFERRED TO IN ARTICLE THIRD HEREOF AND ATTACHED AS EXHIBIT B HERETO AND
(Y) SHALL EXECUTE AND RETURN THE GENERAL RELEASE IN THE FORM ATTACHED AS
EXHIBIT A HERETO NO LATER THAN 60 DAYS FOLLOWING THE ASSOCIATE'S TERMINATION OF
EMPLOYMENT, AND ASSOCIATE SHALL AT ALL TIMES BE IN COMPLIANCE WITH SUCH
AGREEMENT AND RELEASE.
G.
FOR PURPOSES OF THIS AGREEMENT, "AFFILIATE" SHALL HAVE THE MEANING
ASCRIBED THERETO UNDER THE SECURITIES ACT OF 1933.
H.
FOR PURPOSES OF THIS AGREEMENT, "TERMINATION OF EMPLOYMENT" MEANS
CESSATION OF FULL OR PART TIME EMPLOYMENT WITH THE COMPANY AND ANY OF ITS
SUBSIDIARIES.
SECOND:
TAX INDEMNIFICATION.
A.
IN THE EVENT THAT, AS A RESULT OF ANY OF THE PAYMENTS OR OTHER
CONSIDERATION PROVIDED FOR OR CONTEMPLATED BY ARTICLE FIRST OF THIS AGREEMENT OR
OTHERWISE, A TAX (AN "EXCISE
6
TAX") SHALL BE IMPOSED UPON THE ASSOCIATE OR THREATENED TO BE IMPOSED UPON THE
ASSOCIATE BY VIRTUE OF THE APPLICATION OF SECTION 4999(A) OF THE CODE, AS NOW IN
EFFECT OR AS THE SAME MAY AT ANY TIME OR FROM TIME TO TIME BE AMENDED, OR THE
APPLICATION OF ANY SIMILAR PROVISIONS OF STATE OR LOCAL TAX LAW, THE CORPORATION
SHALL INDEMNIFY AND HOLD THE ASSOCIATE HARMLESS FROM AND AGAINST ALL SUCH TAXES
(INCLUDING ADDITIONS TO TAX, PENALTIES AND INTEREST AND ADDITIONAL EXCISE TAXES,
WHETHER APPLICABLE TO PAYMENTS PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR
OTHERWISE) INCURRED BY, OR IMPOSED UPON, THE ASSOCIATE AND ALL EXPENSES ARISING
THEREFROM.
B.
EACH INDEMNITY PAYMENT TO BE MADE BY THE CORPORATION PURSUANT TO
PART A OF THIS ARTICLE SECOND SHALL BE INCREASED BY THE AMOUNT OF ALL FEDERAL,
STATE AND LOCAL TAX LIABILITIES (INCLUDING ADDITIONS TO TAX, PAYROLL TAXES,
PENALTIES AND INTEREST AND EXCISE TAX) INCURRED BY, OR IMPOSED UPON, THE
ASSOCIATE SO THAT THE EFFECT OF RECEIVING ALL SUCH INDEMNITY PAYMENTS WILL BE
THAT THE ASSOCIATE SHALL BE HELD HARMLESS ON AN AFTER-TAX BASIS FROM THE AMOUNT
OF ALL EXCISE TAXES IMPOSED UPON PAYMENTS MADE TO THE ASSOCIATE BY THE
CORPORATION PURSUANT TO THIS AGREEMENT, IT BEING THE INTENT OF THE PARTIES THAT
THE ASSOCIATE SHALL NOT INCUR ANY OUT-OF-POCKET COSTS OR EXPENSES OF ANY KIND OR
NATURE ON ACCOUNT OF THE