FOR THE TAXABLE YEAR OF EXECUTIVE WITH
RESPECT TO WHICH SUCH CONTESTED AMOUNT IS CLAIMED TO BE DUE IS LIMITED SOLELY TO
SUCH CONTESTED AMOUNT.
FURTHERMORE, THE CORPORATION'S CONTROL OF THE CONTEST
SHALL BE LIMITED TO ISSUES WITH RESPECT TO WHICH A GROSS-UP PAYMENT WOULD BE
PAYABLE HEREUNDER AND EXECUTIVE SHALL BE ENTITLED TO SETTLE OR CONTEST, AS THE
CASE MAY BE, ANY OTHER ISSUE RAISED BY THE INTERNAL REVENUE SERVICE OR ANY OTHER
TAXING AUTHORITY.
4.5.4
REFUNDS.
IF, AFTER THE RECEIPT BY EXECUTIVE OF AN
AMOUNT ADVANCED BY THE CORPORATION PURSUANT TO SECTION 4.5.3, EXECUTIVE BECOMES
ENTITLED TO RECEIVE ANY REFUND WITH RESPECT TO SUCH CLAIM, EXECUTIVE SHALL
(SUBJECT TO THE CORPORATION'S COMPLYING WITH THE REQUIREMENTS OF SAID
SECTION 4.5.3) PROMPTLY PAY TO THE CORPORATION THE AMOUNT OF SUCH REFUND
(TOGETHER WITH ANY INTEREST PAID OR CREDITED THEREON, AFTER TAXES APPLICABLE
THERETO).
IF, AFTER THE RECEIPT BY EXECUTIVE OF AN AMOUNT ADVANCED BY THE
CORPORATION PURSUANT TO SECTION 4.5.3, A DETERMINATION IS MADE THAT EXECUTIVE
SHALL NOT BE ENTITLED TO ANY REFUND WITH RESPECT TO SUCH CLAIM AND THE
CORPORATION DOES NOT NOTIFY EXECUTIVE IN WRITING OF ITS INTENT TO CONTEST SUCH
DENIAL OF REFUND PRIOR TO THE EXPIRATION OF THIRTY (30) DAYS AFTER SUCH
DETERMINATION, THEN SUCH ADVANCE SHALL BE FORGIVEN AND SHALL NOT BE REQUIRED TO
BE REPAID; AND THE AMOUNT OF SUCH ADVANCE SHALL OFFSET, TO THE EXTENT THEREOF,
THE AMOUNT OF THE GROSS-UP PAYMENT REQUIRED TO BE PAID.
4.5.5
TIMING OF GROSS-UP PAYMENT.
SUBJECT TO THE
FOREGOING PROVISIONS OF THIS SECTION 4.5 THAT MAY REQUIRE EARLIER PAYMENT, ANY
GROSS-UP PAYMENT SHALL BE PAID TO OR FOR THE BENEFIT OF EMPLOYEE BY DECEMBER 31
OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE EXCISE TAX IS
REMITTED, OR, IF NO EXCISE TAX IS REMITTED, BY DECEMBER 31 OF THE CALENDAR YEAR
FOLLOWING THE CALENDAR YEAR IN WHICH THERE IS A FINAL AND NONAPPEALABLE
SETTLEMENT OR OTHER RESOLUTION OF AN AUDIT OR LITIGATION RELATING TO THE EXCISE
TAX.
4.6
NON-EXCLUSIVITY OF RIGHTS.
NOTHING IN THIS
AGREEMENT SHALL PREVENT OR LIMIT EXECUTIVE'S CONTINUING OR FUTURE PARTICIPATION
IN ANY PLAN, PROGRAM, POLICY OR PRACTICE PROVIDED BY THE CORPORATION OR ITS
SUBSIDIARIES AND FOR WHICH EXECUTIVE MAY QUALIFY, NOR SHALL ANYTHING HEREIN
LIMIT OR OTHERWISE AFFECT SUCH RIGHTS AS EXECUTIVE MAY HAVE UNDER ANY OTHER
CONTRACT OR AGREEMENT WITH THE CORPORATION OR ITS SUBSIDIARIES AT OR SUBSEQUENT
TO THE TERMINATION DATE, WHICH SHALL BE PAYABLE IN ACCORDANCE WITH SUCH PLAN,
POLICY, PRACTICE OR PROGRAM OR CONTRACT OR AGREEMENT, EXCEPT AS EXPLICITLY
MODIFIED BY THIS AGREEMENT.
4.7
NO SET-OFF OR MITIGATION.
THE CORPORATION'S
OBLIGATION TO MAKE THE PAYMENTS PROVIDED FOR IN THIS AGREEMENT AND OTHERWISE TO
PERFORM ITS OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED BY ANY SETOFF,
COUNTERCLAIM, RECOUPMENT, DEFENSE, OR OTHER CLAIM, RIGHT OR ACTION THAT THE
CORPORATION MAY HAVE AGAINST EXECUTIVE OR OTHERS, EXCEPT TO THE EXTENT OF THE
MITIGATION AND SETOFF PROVISIONS PROVIDED FOR IN THIS AGREEMENT.
IN NO EVENT
SHALL EXECUTIVE BE OBLIGATED TO SEEK