THE CORPORATION IN
WRITING OF ANY CLAIM BY THE INTERNAL REVENUE SERVICE THAT, IF SUCCESSFUL, WOULD
REQUIRE THE PAYMENT BY THE CORPORATION OF A GROSS-UP PAYMENT.
SUCH NOTIFICATION
SHALL BE GIVEN AS SOON AS PRACTICABLE BUT NO LATER THAN FIFTEEN (15) BUSINESS
DAYS AFTER EXECUTIVE IS INFORMED IN WRITING OF SUCH CLAIM AND SHALL APPRISE THE
CORPORATION OF THE NATURE OF SUCH CLAIM AND THE DATE ON WHICH SUCH CLAIM IS
REQUESTED TO BE PAID.
EXECUTIVE SHALL NOT PAY SUCH CLAIM PRIOR TO THE
EXPIRATION OF THE THIRTY (30)-DAY PERIOD FOLLOWING THE DATE ON WHICH EXECUTIVE
GIVES SUCH NOTICE TO THE CORPORATION (OR SUCH SHORTER PERIOD ENDING ON THE DATE
THAT ANY PAYMENT OF TAXES WITH RESPECT TO SUCH CLAIM IS DUE).
IF THE
CORPORATION NOTIFIES EXECUTIVE IN WRITING PRIOR TO THE EXPIRATION OF SUCH PERIOD
THAT IT DESIRES TO CONTEST SUCH CLAIM, EXECUTIVE SHALL:
(A) GIVE THE
CORPORATION ANY INFORMATION REASONABLY REQUESTED BY THE CORPORATION RELATING TO
SUCH CLAIM, (B) TAKE SUCH ACTION IN CONNECTION WITH CONTESTING SUCH CLAIM AS THE
CORPORATION SHALL REASONABLY REQUEST IN WRITING FROM TIME TO TIME, INCLUDING,
WITHOUT LIMITATION, ACCEPTING LEGAL REPRESENTATION WITH RESPECT TO SUCH CLAIM BY
AN ATTORNEY REASONABLY SELECTED BY THE CORPORATION, (C) COOPERATE WITH THE
CORPORATION IN GOOD FAITH IN ORDER EFFECTIVELY TO CONTEST SUCH CLAIM, AND
(D) PERMIT THE CORPORATION TO PARTICIPATE IN ANY PROCEEDINGS RELATING TO SUCH
CLAIM; PROVIDED, HOWEVER, THAT THE CORPORATION SHALL BEAR AND PAY DIRECTLY ALL
COSTS AND EXPENSES (INCLUDING ADDITIONAL INTEREST AND PENALTIES) INCURRED IN
CONNECTION WITH SUCH CONTEST AND SHALL INDEMNIFY AND HOLD EXECUTIVE HARMLESS, ON
AN AFTER-TAX BASIS, FOR ANY EXCISE TAX OR INCOME TAX (INCLUDING INTEREST AND
PENALTIES WITH RESPECT THERETO) IMPOSED AS A RESULT OF SUCH REPRESENTATION AND
PAYMENT OF COSTS AND EXPENSES.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF
THIS SECTION 4.5.3, THE CORPORATION SHALL CONTROL ALL PROCEEDINGS TAKEN IN
CONNECTION WITH SUCH CONTEST AND, AT ITS SOLE OPTION, MAY PURSUE OR FOREGO ANY
AND ALL ADMINISTRATIVE APPEALS, PROCEEDINGS, HEARINGS AND CONFERENCES WITH THE
TAXING AUTHORITY IN RESPECT OF SUCH CLAIM AND MAY AT ITS SOLE OPTION, EITHER
DIRECT EXECUTIVE TO PAY THE TAX CLAIMED AND SUE FOR A REFUND OR CONTEST THE
CLAIM IN ANY PERMISSIBLE MANNER; AND EXECUTIVE AGREES TO PROSECUTE SUCH CONTEST
TO A DETERMINATION BEFORE ANY ADMINISTRATIVE TRIBUNAL, IN A COURT OF INITIAL
JURISDICTION AND IN ONE OR
10
MORE APPELLATE COURTS, AS THE CORPORATION SHALL DETERMINE; PROVIDED FURTHER,
HOWEVER, THAT IF THE CORPORATION DIRECTS EXECUTIVE TO PAY SUCH CLAIM AND SUE FOR
A REFUND, THE CORPORATION SHALL (TO THE EXTENT PERMITTED BY LAW) ADVANCE THE
AMOUNT OF SUCH PAYMENT TO EXECUTIVE ON AN INTEREST-FREE BASIS AND SHALL
INDEMNIFY AND HOLD EXECUTIVE HARMLESS, ON AN AFTER-TAX BASIS, FROM ANY EXCISE
TAX OR INCOME TAX (INCLUDING INTEREST OR PENALTIES WITH RESPECT THERETO) IMPOSED
WITH RESPECT TO SUCH ADVANCE OR WITH RESPECT TO ANY IMPUTED INCOME WITH RESPECT
TO SUCH ADVANCE; AND PROVIDED, FURTHER, THAT ANY EXTENSION OF THE STATUTE OF
LIMITATIONS RELATING TO PAYMENT OF TAXES