CONSIDERATION RECEIVED FROM S&S
TO ANY OTHER PERSON, EXCEPT HIS ATTORNEYS OR THEIR TAX OR FINANCIAL ADVISORS,
AND HIS IMMEDIATE FAMILY AND ONLY ON THE CONDITION THAT THEY KEEP SUCH
INFORMATION STRICTLY CONFIDENTIAL; PROVIDED, HOWEVER, THAT THE FOREGOING
OBLIGATION OF
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confidentiality shall not apply to information that is required to be disclosed
by any applicable law, rule or regulation of any governmental authority.
24.
ADEA RIGHTS:
EMPLOYEE AND S&S ACKNOWLEDGE AND
AGREE THAT:
A.
THE COMPANY HAS GIVEN EMPLOYEE AT LEAST
TWENTY-ONE (21) DAYS TO REVIEW THIS AGREEMENT, ALTHOUGH HE MAY CHOOSE TO ACCEPT
IT IN LESS THAN THAT TIME; AND
B.
EMPLOYEE HAS BEEN ADVISED TO CONSULT
WITH AN ATTORNEY, OF HIS OWN CHOOSING, REGARDING THE TERMS OF THE AGREEMENT
PRIOR TO EXECUTING THIS AGREEMENT; AND
C.
IF EMPLOYEE EXECUTES THIS AGREEMENT, HE
HAS SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT TO REVOKE THIS
AGREEMENT (THE "REVOCATION PERIOD"), WHICH REVOCATION PERIOD SHALL BEGIN ON THE
DATE EMPLOYEE SIGNS AND DATES THIS AGREEMENT IN THE SPACE PROVIDED BELOW; AND
D.
THIS AGREEMENT SHALL BECOME EFFECTIVE
AND ENFORCEABLE (THE "EFFECTIVE DATE") IMMEDIATELY FOLLOWING THE EXPIRATION OF
THE REVOCATION PERIOD; AND
E.
EMPLOYEE DOES NOT, BY THE TERMS OF THIS
AGREEMENT, WAIVE CLAIMS OR RIGHTS THAT MAY ACCRUE SUBSEQUENT TO THE EFFECTIVE
DATE; AND
F.
THE PARTIES ARE EACH RECEIVING,
PURSUANT TO THIS AGREEMENT, CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO
WHICH EACH IS ALREADY ENTITLED.
25.
GROSS-UP POSSIBILITY:
A.
ANYTHING IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING AND EXCEPT AS SET FORTH BELOW, IN THE EVENT IT SHALL BE
DETERMINED THAT THE PAYMENT OR ANY PART THEREOF WOULD BE SUBJECT TO THE EXCISE
TAX, THEN EMPLOYEE SHALL BE ENTITLED TO RECEIVE AN ADDITIONAL PAYMENT (THE
"GROSS-UP PAYMENT") IN AN AMOUNT SUCH THAT, AFTER PAYMENT BY EMPLOYEE OF ALL
TAXES (AND ANY INTEREST OR PENALTIES IMPOSED WITH RESPECT TO SUCH TAXES),
INCLUDING, WITHOUT LIMITATION, ANY INCOME TAXES (AND ANY INTEREST AND PENALTIES
IMPOSED WITH RESPECT THERETO) AND EXCISE TAX IMPOSED UPON THE GROSS-UP PAYMENT,
EMPLOYEE RETAINS AN AMOUNT OF THE GROSS-UP PAYMENT EQUAL TO THE EXCISE TAX
IMPOSED UPON THE PAYMENTS.
B.
SUBJECT TO THE PROVISIONS OF
SECTION 25.C, ALL DETERMINATIONS REQUIRED TO BE MADE UNDER THIS SECTION 25,
INCLUDING WHETHER AND WHEN A GROSS-UP PAYMENT IS REQUIRED, THE AMOUNT OF SUCH
GROSS-UP PAYMENT AND THE ASSUMPTIONS TO BE UTILIZED IN ARRIVING AT SUCH
DETERMINATION, SHALL BE MADE BY THE AUDITOR, OR SUCH OTHER NATIONALLY RECOGNIZED
CERTIFIED PUBLIC ACCOUNTING FIRM AS MAY BE DESIGNATED BY EMPLOYEE (THE
"ACCOUNTING FIRM").
THE ACCOUNTING FIRM SHALL PROVIDE DETAILED SUPPORTING
CALCULATIONS BOTH TO THE COMPANY AND EMPLOYEE WITHIN 15 BUSINESS DAYS OF THE
RECEIPT OF NOTICE FROM EMPLOYEE THAT THERE HAS BEEN A PAYMENT OR SUCH EARLIER
TIME AS IS REQUESTED BY THE COMPANY.
IN THE EVENT THAT THE ACCOUNTING FIRM IS
SERVING AS ACCOUNTANT OR AUDITOR FOR THE INDIVIDUAL, ENTITY OR GROUP EFFECTING
THE CHANGE OF CONTROL, EMPLOYEE MAY APPOINT
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ANOTHER NATIONALLY RECOGNIZED ACCOUNTING FIRM TO MAKE THE