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 EXECUTIVE SO THAT THE EFFECT OF RECEIVING ALL SUCH INDEMNITY
PAYMENTS WILL BE THAT THE EXECUTIVE SHALL BE HELD HARMLESS ON AN AFTER-TAX BASIS
FROM THE AMOUNT OF ALL EXCISE TAXES IMPOSED UPON PAYMENTS MADE TO THE EXECUTIVE
BY THE CORPORATION PURSUANT TO THIS AGREEMENT, IT BEING THE INTENT OF THE
PARTIES THAT THE EXECUTIVE SHALL NOT INCUR ANY OUT-OF-POCKET COSTS OR EXPENSES
OF ANY KIND OR NATURE ON ACCOUNT OF THE EXCISE TAX AND THE RECEIPT OF THE
INDEMNITY PAYMENTS TO BE MADE BY THE CORPORATION PURSUANT HERETO.
(C)
EACH INDEMNITY PAYMENT TO BE MADE TO THE
EXECUTIVE PURSUANT TO THIS SECTION 10 SHALL BE PAYABLE WITHIN FIFTEEN (15)
BUSINESS DAYS OF DELIVERY OF A WRITTEN REQUEST (A "REQUEST") FOR SUCH PAYMENT TO
THE CORPORATION (WHICH REQUEST MAY BE MADE PRIOR TO THE TIME THE EXECUTIVE IS
REQUIRED TO FILE A TAX RETURN SHOWING A LIABILITY FOR AN EXCISE TAX OR OTHER
TAX).
A REQUEST SHALL SET
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FORTH THE AMOUNT OF THE INDEMNITY PAYMENT DUE TO THE EXECUTIVE AND THE MANNER IN
WHICH SUCH AMOUNT WAS CALCULATED, AND THE EXECUTIVE SHALL THEREAFTER SUBMIT SUCH
OTHER EVIDENCE OF THE INDEMNITY TO WHICH THE EXECUTIVE IS ENTITLED AS THE
CORPORATION SHALL REASONABLY REQUEST.
ALL SUCH INFORMATION SHALL, IF THE
CORPORATION SHALL REQUEST, BE SET FORTH IN A STATEMENT SIGNED BY A NATIONALLY
RECOGNIZED ACCOUNTING FIRM OR A PARTNER THEREOF AND THE CORPORATION SHALL PAY
ALL FEES AND EXPENSES OF SUCH ACCOUNTING FIRM INCURRED IN THE PREPARATION
THEREOF.
(D)
THE EXECUTIVE AGREES TO NOTIFY THE CORPORATION
(1) WITHIN FIFTEEN (15) BUSINESS DAYS OF BEING INFORMED BY A REPRESENTATIVE OF
THE INTERNAL REVENUE SERVICE (THE "SERVICE") OR ANY STATE OR LOCAL TAXING
AUTHORITY THAT THE SERVICE OR SUCH AUTHORITY INTENDS TO ASSERT THAT AN EXCISE
TAX IS OR MAY BE PAYABLE, (2) WITHIN FIFTEEN (15) BUSINESS DAYS OF THE
EXECUTIVE'S RECEIPT OF A REVENUE AGENT'S REPORT (OR SIMILAR DOCUMENT) NOTIFYING
THE EXECUTIVE THAT AN EXCISE TAX MAY BE IMPOSED AND (3) WITHIN FIFTEEN (15)
BUSINESS DAYS OF THE EXECUTIVE'S RECEIPT OF A NOTICE OF DEFICIENCY UNDER
SECTION 6212 OF THE CODE OR SIMILAR PROVISION UNDER STATE OR LOCAL LAW WHICH IS
BASED IN WHOLE OR IN PART UPON AN EXCISE TAX AND/OR A PAYMENT MADE TO THE
EXECUTIVE PURSUANT TO THIS SECTION 10.
(E)
AFTER RECEIVING ANY OF THE AFOREMENTIONED
NOTICES, AND SUBJECT TO THE EXECUTIVE'S RIGHT TO CONTROL ANY AND ALL
ADMINISTRATIVE AND JUDICIAL PROCEEDINGS WITH RESPECT TO, OR ARISING OUT OF, THE
EXAMINATION OR THE EXECUTIVE'S TAX RETURNS, EXCEPT AS SUCH PROCEEDINGS RELATE TO
AN EXCISE TAX, THE CORPORATION SHALL HAVE THE RIGHT (1) TO EXAMINE ALL RECORDS,
FILES AND OTHER INFORMATION AND DOCUMENTATION IN THE EXECUTIVE'S POSSESSION OR
UNDER THE EXECUTIVE'S CONTROL,
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(2) TO BE PRESENT AND TO PARTICIPATE, TO THE EXTENT DESIRED, IN ALL
ADMINISTRATIVE AND JUDICIAL