Common use of Internal Revenue Service Claims Clause in Contracts

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee shall notify Employer in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such Claim and shall apprise Employer of the nature of such Claim and the date on which such Claim is requested to be paid. Employee shall not pay such Claim prior to the expiration of the thirty (30)-day period following the date on which Employee gives such notice to Employer (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such Claim, Employee shall: (A) give Employer any information reasonably requested by Employer relating to such Claim, (B) take such action in connection with contesting such Claim as Employer 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 Employer, (C) cooperate with Employer in good faith in order to contest effectively such Claim, and (D) permit Employer to participate in any proceedings relating to such Claim; provided, however, that Employer 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 Employee harmless, on an after-tax basis, for any Excise Tax, additional 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 limitation on the foregoing provisions of this subparagraph (iii), Employer, at its sole option, may pursue or forgo 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 Employee to pay the tax claimed and sxx for a refund or contest the Claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer shall determine, provided, however, that if Employer directs Employee to pay such Claim and sxx for a refund, Employer shall advance the amount of such payment to Employee on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee shall notify Employer in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such Claim and shall apprise Employer of the nature of such Claim and the date on which such Claim is requested to be paid. Employee shall not pay such Claim prior to the expiration of the thirty (30)-day period following the date on which Employee gives such notice to Employer (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such Claim, Employee shall: (A) give Employer any information reasonably requested by Employer relating to such Claim, (B) take such action in connection with contesting such Claim as Employer 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 Employer, (C) cooperate with Employer in good faith in order to contest effectively such Claim, and (D) permit Employer to participate in any proceedings relating to such Claim; provided, however, that Employer 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 Employee harmless, on an after-tax basis, for any Excise Tax, additional 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 limitation on the foregoing provisions of this subparagraph (iii), Employer, at its sole option, may pursue or forgo 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 Employee to pay the tax claimed and sxx xxx for a refund or contest the Claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer shall determine, provided, however, that if Employer directs Employee to pay such Claim and sxx xxx for a refund, Employer shall advance the amount of such payment to Employee on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee The Officer shall notify Employer Westport in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Westport of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-up Payment. Such notification shall be given as soon as practicable but no later than ten (10) 10 business days after Employee the Officer is informed in writing of such Claim claim and shall apprise Employer Westport of the nature of such Claim claim and the date on which such Claim claim is requested to be paid. Employee The Officer shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee he or she gives such notice to Employer Westport (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer Westport notifies Employee the Officer in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee the Officer shall: : (Ai) give Employer Westport any information reasonably requested by Employer Westport relating to such Claim, claim, (Bii) take such action in connection with contesting such Claim claim as Employer Westport shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, Westport, (Ciii) cooperate with Employer Westport in good faith in order effectively to contest effectively such Claimclaim, and and (Div) permit Employer Westport to participate in any proceedings relating to such Claimclaim; provided, however, that Employer Westport 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 Employee the Officer harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, income tax or income employment tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this subparagraph (iiiSection 7(c), EmployerWestport shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee the Officer to pay the tax claimed and sxx sue for a refund or contest the Claim claim in any permissible manner, and Employee xxx Officer agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer Westport shall determine, ; provided, however, that if Employer Westport directs Employee the Officer to pay such Claim claim and sxx sue for a refund, Employer Westport shall advance the amount of such payment to Employee tx xhe Officer, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensationbasis, and shall indemnify and hold Employee the Officer harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, income tax or income employment tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations limitation relating to payment of taxes for the taxable year of Employee the Officer with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Westport's control of the contest shall be limited solely to such contested amount. Furthermore, Westport's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder and the Officer 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company and SCW in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company and/or SCW of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification Executive shall be given give such notice as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim claim and shall apprise Employer the Company and SCW of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company and SCW (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company or SCW notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company and SCW any information reasonably requested by Employer either of them relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company or SCW shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company or SCW, (Ciii) cooperate Cooperate with Employer the Company and SCW in good faith in order to contest effectively such Claimclaim effectively, and (iv) Permit the Company and (D) permit Employer SCW to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company and SCW shall be jointly and severally obligated to bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company and SCW shall control all proceedings taken in connection with such contests and, at its their sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its their sole option, either direct Employee Executive to pay the tax claimed and sxx for sue xxx a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company and SCW shall determine, ; provided, however, however that if Employer the Company or SCW directs Employee Executive to pay such Claim claim and sxx for sue xxx a refund, Employer the Company or SCW, as the case may be, shall advance the amount of such payment to Employee Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. -64- 66 Furthermore, the control by the Company and/or SCW of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Covered Payments, a change is formally determined to be required in the amount of taxes paid by EmployeeExecutive, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee Executive after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Covered Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim and shall apprise Employer the Company of the nature of such Claim and the date on which such Claim is requested to be paid. Employee Executive shall not pay such Claim prior to the expiration of the thirty (30)-day period following the date on which Employee she gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If Employer the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claim, Employee Executive shall: : (Ai) give Employer the Company any information reasonably requested by Employer the Company relating to such Claim, , (Bii) take such action in connection with contesting such Claim as Employer the Company 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 Employer, the Company, (Ciii) cooperate with Employer the Company in good faith in order effectively to contest effectively such Claim, and and (Div) permit Employer the Company to participate in any proceedings relating to such Claim; provided, however, that Employer the Company 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 Employee Executive harmless, on an after-tax basis, for any Excise Tax, additional 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 limitation on the foregoing provisions of this subparagraph (iiic), Employerthe Company, at its sole option, may pursue or forgo 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 Employee Executive to pay the tax claimed and sxx xxx for a refund or contest the Claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as Employer the Company shall determine, provided, however, that if Employer the Company directs Employee Executive to pay such Claim and sxx xxx for a refund, Employer the Company shall advance the amount of such payment to Employee on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee Executive as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall reimburse any fees and expenses provided for under this Section 9 on or before the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, and in accordance with the other requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(v) (or any similar or successor provisions).

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim -37- 39 claim and shall apprise Employer the Company of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company any information reasonably requested by Employer it relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company, (Ciii) cooperate Cooperate with Employer the Company in good faith in order to contest effectively such Claimclaim effectively, and and (Div) permit Employer Permit the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company shall control all proceedings taken in connection -38- 40 with such contests and, at its their sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee Executive to pay the tax claimed and sxx for sue xxx a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, that if Employer the Company directs Employee Executive to pay such Claim claim and sxx for sue xxx a refund, Employer the Company shall advance the amount of such payment to Employee Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the control by the Company of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Covered Payments, a change is formally determined to be required in the amount of taxes paid by Employeethe Executive, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee the Executive after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this SectionParagraph. Employee The Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Covered Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive is informed in writing of such Claim and shall apprise Employer the Company of the nature of such Claim and the date on which such Claim is requested to be paid. Employee The Executive shall not pay such Claim prior to the expiration of the thirty (30)-day period following the date on which Employee she gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If Employer the Company notifies Employee the Executive in writing prior to the expiration of such period that it desires to contest such Claim, Employee the Executive shall: : (Ai) give Employer the Company any information reasonably requested by Employer the Company relating to such Claim, , (Bii) take such action in connection with contesting such Claim as Employer the Company 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 Employer, the Company, (Ciii) cooperate with Employer the Company in good faith in order effectively to contest effectively such Claim, and and (Div) permit Employer the Company to participate in any proceedings relating to such Claim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional 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 limitation on the foregoing provisions of this subparagraph (iiic), Employerthe Company, at its sole option, may pursue or forgo 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 Employee the Executive to pay the tax claimed and sxx xxx for a refund or contest the Claim in any permissible manner, and Employee the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as Employer the Company shall determine, provided, however, that if Employer the Company directs Employee the Executive to pay such Claim and sxx xxx for a refund, Employer the Company shall advance the amount of such payment to Employee the Executive on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee the Executive as additional compensation, and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall reimburse any fees and expenses provided for under this Paragraph 9 on or before the last day of the Executive’s taxable year following the taxable year in which the fee or expense was incurred, and in accordance with the other requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(v) (or any similar or successor provisions).

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Covered Payments, a change is formally determined to be required in the amount of taxes paid by Employeethe Executive, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee Executive after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this SectionParagraph. Employee The Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Covered Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive is informed in writing of such Claim and shall apprise Employer the Company of the nature of such Claim and the date on which such Claim is requested to be paid. Employee The Executive shall not pay such Claim prior to the expiration of the thirty (30)-day period following the date on which Employee she gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If Employer the Company notifies Employee the Executive in writing prior to the expiration of such period that it desires to contest such Claim, Employee the Executive shall: : (Ai) give Employer the Company any information reasonably requested by Employer the Company relating to such Claim, , (Bii) take such action in connection with contesting such Claim as Employer the Company 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 Employer, the Company, (Ciii) cooperate with Employer the Company in good faith in order effectively to contest effectively such Claim, and and (Div) permit Employer the Company to participate in any proceedings relating to such Claim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiic), Employerthe Company, at its sole option, may pursue or forgo 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 Employee the Executive to pay the tax claimed and sxx xxx for a refund or contest the Claim in any permissible manner, and Employee the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as Employer the Company shall determine, provided, however, that if Employer the Company directs Employee the Executive to pay such Claim and sxx xxx for a refund, Employer the Company shall advance the amount of such payment to Employee the Executive on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee the Executive as additional compensation, and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall reimburse any fees and expenses provided for under this Paragraph 9 on or before the last day of the Executive’s taxable year following the taxable year in which the fee or expense was incurred, and in accordance with the other requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(v) (or any similar or successor provisions).

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim -83- 85 claim and shall apprise Employer the Company of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company any information reasonably requested by Employer it relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company, (Ciii) cooperate Cooperate with Employer the Company in good faith in order to contest effectively such Claimclaim effectively, and and (Div) permit Employer Permit the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company shall control all proceedings taken in connection -84- 86 with such contests and, at its their sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee Executive to pay the tax claimed and sxx for sue xxx a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, that if Employer the Company directs Employee Executive to pay such Claim claim and sxx for sue xxx a refund, Employer the Company shall advance the amount of such payment to Employee Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the control by the Company of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company and SCW in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company and/or SCW of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification Executive shall be given give such notice as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim claim and shall apprise Employer the Company and SCW of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company and SCW (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company or SCW notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company and SCW any information reasonably requested by Employer either of them relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company or SCW shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company or SCW, (Ciii) cooperate Cooperate with Employer the Company and SCW in good faith in order to contest effectively such Claimclaim effectively, and (iv) Permit the Company and (D) permit Employer SCW to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company and SCW shall be jointly and severally obligated to bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company and SCW shall control all proceedings taken in connection with such contests and, at its their sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its their sole option, either direct Employee Executive to pay the tax claimed and sxx for sue xxx a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company and SCW shall determine, ; provided, however, however that if Employer the Company or SCW directs Employee Executive to pay such Claim claim and sxx for sue xxx a refund, Employer the Company or SCW, as the case may be, shall advance the amount of such payment to Employee Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. -40- 42 Furthermore, the control by the Company and/or SCW of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee shall notify Employer the Company in ------------------------------- writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such Claim and shall apprise Employer the Company of the nature of such Claim claim and the date on which such Claim claim is requested to be paid. Employee shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30) day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee shall: : (Aa) give Employer the Company any information reasonably requested by Employer the Company relating to such Claim, claim (Bwithout requiring a waiver of Employee's attorney-client privilege); (b) take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company; (Cc) cooperate with Employer the Company in good faith in order to effectively contest effectively such Claim, and claim; and (Dd) permit Employer the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee harmless, on an after-after- tax basis, for any Excise Tax, additional Excise Tax, excise tax or income tax (including interest and penalties with and respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (iii)Section 4, Employerthe Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee to pay the tax claimed and sxx xxx for a refund or contest the Claim claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, that if Employer the Company directs Employee to pay such Claim claim and sxx xxx for a refund, Employer the Company shall advance the amount of such payment to Employee Employee, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensationbasis, and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, excise tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute statue of limitations relating to payment of taxes for the taxable year years of Employee with respect to which such contested amount is claimed to be due is limited solely to issues relating to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment shall be payable hereunder and Employee 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such Claim and shall apprise Employer the Company of the nature of such Claim claim and the date on which such Claim claim is requested to be paid. Employee shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30) day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee shall: : (Aa) give Employer the Company any information reasonably requested by Employer the Company relating to such Claim, claim (Bwithout requiring a waiver of Employee's attorney-client privilege); (b) take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company; (Cc) cooperate with Employer the Company in good faith in order to effectively contest effectively such Claim, and claim; and (Dd) permit Employer the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, excise tax or income tax (including interest and penalties with and respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (iii)Section 4, Employerthe Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee to pay the tax claimed and sxx sue for a refund or contest the Claim claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, that if Employer the Company directs Employee to pay such Claim claim and sxx sue for a refund, Employer the Company shall advance the amount of such payment to Employee Employee, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensationbasis, and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, excise tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute statue of limitations relating to payment of taxes for the taxable year years of Employee with respect to which such contested amount is claimed to be due is limited solely to issues relating to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment shall be payable hereunder and Employee 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company and SCW in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company and/or SCW of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification Executive shall be given give such notice as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim claim and shall apprise Employer the Company and SCW of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company and SCW (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company or SCW notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company and SCW any information reasonably requested by Employer either of them relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company or SCW shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company or SCW, (Ciii) cooperate Cooperate with Employer the Company and SCW in good faith in order to contest effectively such Claimclaim effectively, and (iv) Permit the Company and (D) permit Employer SCW to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company and SCW shall be jointly and severally obligated to bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company and SCW shall control all proceedings taken in connection with such contests and, at its their sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its their sole option, either direct Employee Executive to pay the tax claimed and sxx for sue xxx a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company and SCW shall determine, ; provided, however, however that if Employer the Company or SCW directs Employee Executive to pay such Claim claim and sxx for sue xxx a refund, Employer the Company or SCW, as the case may be, shall advance the amount of such payment to Employee Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the control by the Company and/or SCW of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed ​ in this Section. Employee shall notify Employer in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such Claim and shall apprise Employer of the nature of such Claim and the date on which such Claim is requested to be paid. Employee shall not pay such Claim prior to the expiration of the thirty (30)-day period following the date on which Employee gives such notice to Employer (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such Claim, Employee shall: (A) give Employer any information reasonably requested by Employer relating to such Claim, (B) take such action in connection with contesting such Claim as Employer 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 EmployerXxxxxxxx, (C) cooperate with Employer in good faith in order to contest effectively such Claim, and (D) permit Employer to participate in any proceedings relating to such Claim; provided, however, that Employer 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 Employee harmless, on an after-tax basis, for any Excise Tax, additional 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 limitation on the foregoing provisions of this subparagraph (iii), Employer, at its sole option, may pursue or forgo 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 Employee to pay the tax claimed and sxx sue for a refund or contest the Claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer shall determine, provided, however, that if Employer directs Employee to pay such Claim and sxx sue for a refund, Employer shall advance the amount of such payment to Employee on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim -60- 62 claim and shall apprise Employer the Company of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company any information reasonably requested by Employer it relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company, (Ciii) cooperate Cooperate with Employer the Company in good faith in order to contest effectively such Claimclaim effectively, and and (Div) permit Employer Permit the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company shall control all proceedings taken in connection -61- 63 with such contests and, at its their sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee Executive to pay the tax claimed and sxx for sue xxx a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, that if Employer the Company directs Employee Executive to pay such Claim claim and sxx for sue xxx a refund, Employer the Company shall advance the amount of such payment to Employee Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the control by the Company of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee Executive is informed in writing of such Claim -106- 108 claim and shall apprise Employer the Company of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company any information reasonably requested by Employer it relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company, (Ciii) cooperate Cooperate with Employer the Company in good faith in order to contest effectively such Claimclaim effectively, and and (Div) permit Employer Permit the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company shall control all proceedings taken in connection -107- 109 with such contests and, at its their sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee Executive to pay the tax claimed and sxx for sue xxx a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, that if Employer the Company directs Employee Executive to pay such Claim claim and sxx for sue xxx a refund, Employer the Company shall advance the amount of such payment to Employee Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the control by the Company of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee Executive shall notify Employer the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) 10 business days after Employee Executive is informed in writing of such Claim claims and shall apprise Employer the Company of the nature of such Claim claim, and the date on which such Claim claim is requested to be paid. Employee Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30-day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee Executive shall: : (Ai) give Employer Give the Company any information reasonably requested by Employer either of them relating to such Claim, claim, (Bii) take Take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company, (Ciii) cooperate Cooperate with Employer the Company in good faith in order to contest effectively such Claimclaim effectively, and and (Div) permit Employer Permit the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, 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 limitation on the foregoing provisions of this subparagraph (iiiSection 9(c), Employerthe Company shall control all proceedings taken in connection with such contests and, at its sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee Executive to pay the tax claimed and sxx xxx for a refund or contest the Claim claim in any permissible manner, and Employee Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, however that if Employer the Company directs Employee Executive to pay such Claim claim and sxx xxx for a refund, Employer the Company shall advance the amount of such payment to Employee on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensationExecutive, and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance payment or additional compensationwith respect to any imputed income with respect to such payment; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the control by the Company of the contest shall be limited to issues with respect to which the 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.

Internal Revenue Service Claims. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by Employee, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Employee after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section. Employee The Executive shall notify Employer the ------------------------------- Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”)Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive is informed in writing of such Claim claim and shall apprise Employer the Company of the nature of such Claim claim and the date on which such Claim claim is requested to be paid. Employee The Executive shall not pay such Claim claim prior to the expiration of the thirty (30)-day 30) day period following the date on which Employee it gives such notice to Employer the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim claim is due). If Employer the Company notifies Employee the Executive in writing prior to the expiration of such period that it desires to contest such Claimclaim, Employee the Executive shall: : (Aa) give Employer the Company any information reasonably requested by Employer the Company relating to such Claim, claim; (Bb) take such action in connection with contesting such Claim claim as Employer the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim claim by an attorney reasonably selected by Employer, the Company; (Cc) cooperate with Employer the Company in good faith in order to effectively contest effectively such Claim, and claim; and (Dd) permit Employer the Company to participate in any proceedings relating to such Claimclaim; provided, however, that Employer the Company 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, excise tax or income tax (including interest and penalties with and respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (iii)Section 6.4, Employerthe Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and sxx xxx for a refund or contest the Claim claim in any permissible manner, and Employee the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer the Company shall determine, ; provided, however, that if Employer the Company directs Employee the Executive to pay such Claim claim and sxx xxx for a refund, Employer the Company shall advance the amount of such payment to Employee the Executive, on an interest-free basis or, if such an advance is not permissible thereunder, pay the amount of such payment to Employee as additional compensation, and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, excise tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensationwith respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year years of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment shall be payable hereunder and the 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.