FOR IN THIS PARAGRAPH 22
AND ANNEX A) OR DISTRIBUTION BY THE COMPANY, AGI OR ANY OF ITS AFFILIATES TO OR
FOR THE BENEFIT OF THE CHAIRMAN, WHETHER PAID OR PAYABLE OR DISTRIBUTED OR
DISTRIBUTABLE PURSUANT TO THE TERMS OF THIS AGREEMENT OR OTHERWISE PURSUANT TO
OR BY REASON OF ANY OTHER AGREEMENT, POLICY, PLAN, PROGRAM OR ARRANGEMENT,
INCLUDING, WITHOUT LIMITATION, THE LAPSE OR TERMINATION OF ANY RESTRICTION ON
THE VESTING OR EXERCISABILITY OF ANY BENEFIT UNDER ANY OF THE FOREGOING (A
"PAYMENT"), WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999 OF THE
UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (OR ANY
SUCCESSOR PROVISION THERETO), BY REASON OF BEING CONSIDERED "CONTINGENT ON A
CHANGE IN OWNERSHIP OR CONTROL," WITHIN THE MEANING OF SECTION 280G OF THE CODE
(OR ANY SUCCESSOR PROVISION THERETO) OR TO ANY SIMILAR TAX IMPOSED BY U.S. STATE
OR LOCAL LAW, OR ANY INTEREST OR PENALTIES WITH RESPECT TO SUCH TAX (SUCH TAX OR
TAXES, TOGETHER WITH ANY SUCH INTEREST AND PENALTIES, BEING HEREAFTER
COLLECTIVELY REFERRED TO AS THE "EXCISE TAX"), THEN THE CHAIRMAN WILL BE
ENTITLED TO RECEIVE AN ADDITIONAL PAYMENT OR PAYMENTS (COLLECTIVELY, A "GROSS-UP
PAYMENT").
THE GROSS-UP PAYMENT WILL BE IN AN AMOUNT SUCH THAT, AFTER PAYMENT
BY THE CHAIRMAN OF ALL U.S. TAXES (INCLUDING ANY INTEREST OR PENALTIES IMPOSED
WITH RESPECT TO SUCH TAXES), INCLUDING ANY EXCISE TAX IMPOSED UPON THE GROSS-UP
PAYMENT, THE CHAIRMAN RETAINS AN AMOUNT OF THE GROSS-UP PAYMENT EQUAL TO THE
EXCISE TAX IMPOSED UPON THE PAYMENT.
FOR PURPOSES OF DETERMINING THE AMOUNT OF
THE GROSS-UP PAYMENT, THE CHAIRMAN WILL BE CONSIDERED TO PAY ANY APPLICABLE U.S.
FEDERAL, STATE AND LOCAL INCOME TAXES AT THE HIGHEST RATE APPLICABLE TO THE
CHAIRMAN IN EFFECT IN THE YEAR IN WHICH THE GROSS-UP PAYMENT WILL BE MADE, NET
OF THE MAXIMUM REDUCTION IN U.S. FEDERAL INCOME TAX THAT COULD BE OBTAINED FROM
DEDUCTION OF SUCH STATE AND LOCAL TAXES.
23.
THE OBLIGATIONS SET FORTH IN PARAGRAPH 22 WILL BE SUBJECT TO THE
PROCEDURAL PROVISIONS DESCRIBED IN ANNEX A.
Confidential Information; Competitive Activity
24.
A)
THE CHAIRMAN AGREES THAT HE WILL NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, DURING THE TERM OF THIS
AGREEMENT OR AT ANY TIME THEREAFTER, DISCLOSE TO ANY PERSON NOT EMPLOYED BY THE
COMPANY, OR USE IN CONNECTION WITH ENGAGING IN COMPETITION WITH THE COMPANY, ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION OF THE COMPANY.
FOR PURPOSES OF THIS
AGREEMENT, THE TERM "CONFIDENTIAL OR PROPRIETARY INFORMATION" INCLUDES ALL
INFORMATION OF ANY NATURE AND IN ANY FORM THAT IS OWNED BY THE COMPANY AND THAT
IS NOT PUBLICLY AVAILABLE (OTHER THAN BY CHAIRMAN'S BREACH OF THIS PARAGRAPH 24)
OR GENERALLY KNOWN TO PERSONS ENGAGED IN BUSINESSES SIMILAR OR RELATED TO THOSE
OF THE COMPANY.
CONFIDENTIAL OR PROPRIETARY INFORMATION WILL INCLUDE, WITHOUT
LIMITATION, THE COMPANY'S FINANCIAL MATTERS, CUSTOMERS, EMPLOYEES, INDUSTRY
CONTRACTS, STRATEGIC BUSINESS PLANS, PRODUCT DEVELOPMENT (OR OTHER PROPRIETARY
PRODUCT DATA), MARKETING PLANS, AND ALL OTHER SECRETS AND ALL OTHER INFORMATION
OF A CONFIDENTIAL