Common use of Underpayments and Overpayments Clause in Contracts

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“Underpayments”) or that Gross-Up Payments will have been made by the Company which should not have been made (“Overpayments”). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s benefit. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s Employee's benefit. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this SectionSection 16, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).PART THREE -- MISCELLANEOUS PROVISIONS

Underpayments and Overpayments. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderDetermination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UnderpaymentsUnderpayment”) or that Gross-Up Payments will have been be made by the Company which should not have been made (“OverpaymentsOverpayment”), consistent with the calculations required to be made hereunder. In either eventIf Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax in excess of the amount determined by the Accounting Firm, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly be paid by the Company to or for the benefit of Executive’s benefit. In If the case amount of an Overpaymentthe Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Executive shall, at Accounting Firm shall determine the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive has retained to or has received as a refund or has received for the benefit of from the applicable taxing authorities and (ii) this provision Company. Executive shall be interpreted in a manner consistent with the intent of this Sectioncooperate, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s repaying to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments connection with any contest or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached disputes with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance connection with the provisions Excise Tax. Any payment in respect of an Underpayment or Overpayment shall be made within fifteen (15) days after the existence and amount thereof has been determined pursuant to this Paragraph (c)Section 6.3.

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm Auditors hereunder, it is possible that Gross-Up Excise Tax Restoration Payments may not be made by the Company that should have been be made (“"Underpayments”") or that Gross-Up Excise Tax Restoration Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm Auditors shall determine the amount of the Underpayment or Overpayment that has occurredoccurred as soon as possible. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the benefit of the Executive’s benefit. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive has retained or has received recovered as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Sectionagreement, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s 's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company company to or for the Executive’s Employee's benefit. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employees shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company an amount which is less than the Overpayment." 6. Anything herein to the contrary notwithstanding, Except as provided in the event preceding paragraphs of a final determination as to this Agreement, the liability for provisions of the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, Employment Agreement remain in either case, concluded full force and effect in accordance with the provisions of this Paragraph (c)their respective terms.

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm Auditors hereunder, it is possible that Gross-Up Payments not made by the Company Bank should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company Bank which should not have been made (“"Overpayments”"). In either event, the Accounting Firm Auditors shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company Bank to or for the Executive’s benefitbenefit of the Employee. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the CompanyBank, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company Bank and otherwise reasonably cooperate with the Company Bank to correct such Overpayment; provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company Bank an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received recovered as a refund or has received the benefit of from the applicable taxing taxing, authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this SectionSection 2, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company Bank an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm Auditors hereunder, it is possible that Gross-Up Excise Tax Restoration Payments not made by the Company should have been made (“Underpayments”) or that Gross-Up Excise Tax Restoration Payments will have been made by the Company which should not have been made (“Overpayments”). In either event, the Accounting Firm Auditors shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s benefitbenefit of the Employee. In no event will payment be made later than the end of the calendar year next following the calendar year in which the Employee remits the related taxes. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received recovered as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Sectionagreement, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the ExecutiveEmployee’s repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. As a result (a) In light of the uncertainty in the application of applying Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderCode, if it is possible subsequently determined that the Gross-Up Payments Payment is not made by sufficient to put the Company should have been made Executive in the same after-tax position (“Underpayments”) or that taking into account any and all applicable federal, state, and local income, employment and excise taxes, including without limitation the Excise Tax and such taxes imposed on the Gross-Up Payments will Payment) in which the Executive would have been made by if the Executive had not incurred the Excise Tax, then the Company which should not have been made (“Overpayments”). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company pay to or for the Executive’s benefitbenefit of the Executive such additional amounts as are necessary to put the Executive in the same after-tax position that the Executive would have been in if the Excise Tax had not been imposed (the “Underpayment”), in accordance with the payment timing provisions of Section 3. The Executive shall notify the Company in writing (to the attention of the Chief Financial Officer and of the General Counsel) of any claim by the Internal Revenue Service (the “IRS”) which, if successful, would require the Company to make a Gross-Up Payment (or a Gross-Up Payment in excess of that, if any, initially determined) within ten days of the receipt of such claim. If the Company decides to contest such claim, the Company shall bear the costs and expenses of such action, and the Executive shall cooperate fully with the Company in such action. (b) In the case event that a written ruling of an Overpaymentthe IRS or a final, binding ruling of any other governmental authority, is obtained by or on behalf of the Company or the Executive, which provides that the Executive shallis not required to pay, at or is entitled to a refund with respect to, all or a portion of the direction and expense Excise Tax (including as a result of the Company, take such steps ’s action to contest a claim of the IRS as are reasonably necessary (including the filing of returns and claims for refunddescribed in Section 4(a)), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) then the Executive shall in no event be obligated to return to reimburse the Company an amount greater than equal to the net afterGross-tax portion Up Payment, less any amounts which remain payable by or are not refunded to the Executive, within 14 days of the Overpayment that date of the IRS determination or the date the Executive has retained receives the refund, as applicable. (c) The Executive and the Company shall reasonably cooperate with each other in connection with any administrative or has received as a refund judicial proceedings concerning the existence or has received amount of liability for the benefit of from Excise Tax. (d) Notwithstanding anything herein to the applicable taxing authorities and (ii) this provision shall be interpreted contrary, in a manner consistent with the intent of this Section, which is to make event the Executive whole, on an after-becomes entitled to a reimbursement of expenses incurred due to a tax basis, for audit or litigation addressing the application existence or amount of the Excise Tax, it being understood that any such reimbursement shall be made by the correction end of an Overpayment may result in the Executive’s repaying to taxable year next following the Company an amount Executive’s taxable year during which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable that is the subject of the audit or litigation is remitted to the Total Payments taxing authority, or where as a result of such determination shall be audit or litigation no taxes are remitted, the basis for determining whether end of the Executive’s taxable year next following the Executive’s taxable year during which the audit is completed or there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, is a final determination shall mean a final agreement reached with and non-appealable settlement or other resolution of the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c)litigation.

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s Employee's benefit. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this SectionSection 17, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).PART THREE -- MISCELLANEOUS PROVISIONS

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the 14 Andr▇▇ ▇▇▇▇ ▇▇▇sident, Health Information Management Group QuadraMed Corporation April 1, 1999 Page 14 Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s Employee's benefit. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this SectionSection 16, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).PART THREE -- MISCELLANEOUS PROVISIONS

Underpayments and Overpayments. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s benefitbenefit of the Employee. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received recovered as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this SectionSection 1.4, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. (a) As a result of uncertainty in the application of Section section 4999 of the Code at the time of the initial determination Determination by the Accounting Firm Accountants hereunder, it is possible that Gross-Up Excise Tax Restoration Payments that were not made by the Company should have been made (“"Underpayments”") or that Gross-Up Excise Tax Restoration Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm Accountants shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an UnderpaymentUnderpayment and in the event that the Company exhausts its remedies pursuant to Section 3(c) and the Disqualified Individual thereafter is required to make a payment of any Excise Tax, the amount of such the Underpayment shall promptly be paid by the Company to or for the Executive’s benefitbenefit of the Disqualified Individual, provided that such payment shall be made no later than the 15th day of the third month following the end of the calendar year in which such determination is made. In the case of an Overpayment, the Executive Disqualified Individual shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company Company, and otherwise reasonably cooperate with the Company to correct and refund to the Company such Overpayment; provided. (b) If, howeverafter the payment by the Company of an Excise Tax Restoration Payment or an amount on the Disqualified Individual's behalf pursuant to Sections 1 or 3 of this Agreement, the Disqualified Individual becomes entitled to receive any refund with respect to a claim such that an Overpayment has been made, the Disqualified Individual shall (subject to the Company's complying with the requirements of this Section 3(b) if applicable) promptly pay to the Company the amount of any refund (together with any interest paid or credited thereon after taxes applicable thereto) upon receipt thereof. If, after payment by the Company of an amount on the Disqualified Individual's behalf pursuant to Sections 1 or 3 of this Agreement, a determination is made that the Disqualified Individual shall not be entitled to any refund with respect to such claim and the Company does not notify the Disqualified Individual in writing of its intent to contest such denial or refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of any Excise Tax Restoration Payment required to be paid. (c) The Disqualified Individual shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Excise Tax Restoration Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Disqualified Individual has actual written notice of such claim and shall apprise the Company (c/o Wachovia Executive Compensation Department) of the nature of such claim and the date on which such claim is requested to be paid. The Disqualified Individual shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Disqualified Individual in writing prior to the expiration of such period that it desires to contest such claim, the Disqualified Individual shall: (i) the Executive shall in no event be obligated to return to give the Company an amount greater than any information reasonably requested by the net after-tax portion of the Overpayment that the Executive has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and Company relating to such claim, (ii) this provision take such action in connection with contesting such claim as the Company shall be interpreted reasonably request in a manner consistent writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the intent of this SectionCompany in good faith in order to effectively contest such claim, which is and (iv) permit the Company to make participate in any proceedings relating to such claim; PROVIDED, HOWEVER, that the Executive wholeCompany 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 the Disqualified Individual 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 limitation on the application foregoing provisions of this Section 3(c), the Company 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 pay the tax claimed to the appropriate taxing authority on behalf of the Excise TaxDisqualified Individual and direct the Disqualified Individual to sue for a refund or contest the claim in any permissible mann▇▇, it being understood that and the correction Disqualified Individual agrees to prosecute such contest to a determination before any administrative tribunal, in a court of an Overpayment may result initial jurisdiction and in the Executive’s repaying to one or more appellate courts, as the Company shall determine; provided, however, that if the Company pays such claim and directs the Disqualified Individual to sue for a refund, the Company shall indemnify and hold the ▇▇▇qualified Individual harmless, on an amount which is less than after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment; and further provided that any extension of the Overpayment. Anything herein statute of limitations relating to the contrary notwithstanding, in the event payment of a final determination as to the liability taxes for the taxable year of the Disqualified Individual 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 Excise Tax applicable to Restoration Payment would be payable hereunder and the Total Payments such determination Disqualified Individual shall be entitled to settle or contest, as the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purposecase may be, a final determination shall mean a final agreement reached with any other issue raised by the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c)any other taxing authority.

Underpayments and Overpayments. As a result of uncertainty in the ------------------------------ application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company company to or for the Executive’s Employee's benefit. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employees shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s 's benefit. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s 's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c)3.

Underpayments and Overpayments. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm Auditors hereunder, it is possible that Gross-Up Payments not made by the Company Employer should have been made (“"Underpayments”) ' or that Gross-Up Payments will have been made by the Company Employer which should not have been made (“"Overpayments”"). In either event, the Accounting Firm Auditors shall determine the amount of the Underpayment Underpayments or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company Employer to or for the benefit of the Executive’s benefit. In the case of an Overpayment, the Executive shall, at the direction and expense of the CompanyEmployer, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company Employer and otherwise reasonably cooperate with the Company Employer to correct such Overpaymentoverpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company Employer an amount greater than the net after-tax portion of the Overpayment that the Executive has retained or has received recovered as a refund or has received the benefit of from the applicable taxing authorities authorities, and (ii) this provision shall be interpreted in a manner consistent with the intent of this SectionSection 2.3, which is to make the Executive whole, on an after-after tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s 's repaying to the Company Employer an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderDetermination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UnderpaymentsUnderpayment”) or that Gross-Up Payments will have been be made by the Company which should not have been made (“OverpaymentsOverpayment”), consistent with the calculations required to be made hereunder. In either eventIf Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax in excess of the amount determined by the Accounting ▇▇▇▇, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly be paid by the Company to or for the benefit of Executive’s benefit. In If the case amount of an Overpaymentthe Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Executive shall, at Accounting Firm shall determine the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive has retained to or has received as a refund or has received for the benefit of from the applicable taxing authorities and (ii) this provision Company. Executive shall be interpreted in a manner consistent with the intent of this Sectioncooperate, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s repaying to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments connection with any contest or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached disputes with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance connection with the provisions Excise Tax. Any payment in respect of an Underpayment or Overpayment shall be made within fifteen (15) days after the existence and amount thereof has been determined pursuant to this Paragraph (c)Section 6.3.

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s 's benefit. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s 's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. As a result of uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm Auditors hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“"Underpayments”") or that Gross-Up Payments will have been made by the Company which should not have been made (“"Overpayments”"). In either event, the Accounting Firm Auditors shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s benefitbenefit of the Employee. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has received recovered as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this SectionArticle 14, which is to make the Executive Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s Employee's repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).