Common use of Subsequent Events Clause in Contracts

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Employee, and interest payable to GTI shall not exceed interest received or credited to the Employee by such tax authority for the period it held such portion. The Employee and GTI shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICorporation, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the EmployeeExecutive’s behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Corporation shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the EmployeeExecutive’s good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Company shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICorporation, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Corporation shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Company shall not exceed interest received or credited to the Employee interest received or credited to the Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out- of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9 below. With respect to this Section 6.8.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings with such tax authority and in any related judicial proceeding (excluding any appeals thereof); provided, however, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on Executive's overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without foregoing any right to receive any Tax Reimbursement Payment described in this Section 6.8, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.8.4 in any judicial proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.8.4, the Executive shall use Executive's best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such response or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.8.4, whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federal, state or local tax authorityauthority , repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Company shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.pursued

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Code Section 1274(b)(2)(B) of the Code). Notwithstanding the foregoingimmediately preceding sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9 below. With respect to this Section 6.8(d), if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings with such tax authority and in any related judicial proceeding (excluding any appeals thereof); provided, however, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on his overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without forgoing any right to receive any Tax Reimbursement Payment described in this Section 6.8, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.8(d) in any judicial proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.8(d), the Executive shall use his best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such response or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.8(d), whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered and addressed to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9.5 below. With respect to this Section 6.9.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel addressed, delivered and reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings (excluding any appeals thereof); PROVIDED, HOWEVER, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on his overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without foregoing any right to receive any Tax Reimbursement Payment described in this Section 6.9, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.9.4 in any proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.9.4, the Executive shall use his best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such responses or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.9.4, whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Company shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for a refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Designated Employee shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to federalthe Designated Employee or to Federal, state or local tax authorities on the Designated Employee’s 's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federalFederal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Designated Employee, and interest payable to GTI the Company shall not exceed interest received or credited to the Designated Employee by such tax authority for the period it held such portion. The Employee and GTI shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty (any such payment in respect of interest or penalty to be subject to the gross-up principles set forth in this Section 6) payable with respect to such excess) , at the time that the amount of such excess is finally determined. For purposes of this Section 6(d)(ii), if a final determination as to the Excise Tax applicable to a Covered Payment is made by the Internal Revenue Service, or a court with jurisdiction, such determination shall be deemed to be determined by the Accountants. In the event it is later determined by the Accountants that Designated Employee owes additional Federal, state or local income or employment taxes with respect to any Tax Reimbursement Payment, the Company shall promptly pay him the difference between (A) the Tax Reimbursement Payment determined based on the Federal, state and local income and employment taxes due in respect of the Tax Reimbursement Payment as so determined by the Accountants and (B) the Tax Reimbursement Payment that had been previously paid to him or for his benefit. For purposes of this Section 6(d)(iii), determination by the Accountants shall include a final determination by the Internal Revenue Service, a state or local government or tax agency or a court with jurisdiction.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants or the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingforegoing provisions of this Section 7(e), in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Company shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI Payment in respect thereof) the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered and addressed to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.8.5 below. With respect to this Section 6.8.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel addressed, delivered and reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings (excluding any appeals thereof); PROVIDED, HOWEVER, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on his overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without foregoing any right to receive any Tax Reimbursement Payment described in this Section 6.8, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.8.4 in any proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.8.4, the Executive shall use his best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such responses or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.8.4, whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICorporation, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Corporation shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.. (e)

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately preceding sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9 below. With respect to this Section 6.8.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings with such tax authority and in any related judicial proceeding (excluding any appeals thereof); PROVIDED, HOWEVER, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on his overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without forgoing any right to receive any Tax Reimbursement Payment described in this Section 6.8, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.8.4 in any judicial proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.8.4, the Executive shall use his best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such response or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.8.4, whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9 below. With respect to this Section 6.8.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings with such tax authority and in any related judicial proceeding (excluding any appeals thereof); provided, however, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on Executive's overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without foregoing any right to receive any Tax Reimbursement Payment described in this Section 6.8, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.8.4 in any judicial proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.8.4, the Executive shall use Executive's best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such response or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.8.4, whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed interest received or credited Notwithstanding the immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Employee by such tax authority for the period it held such portion. The Employee and GTI shall mutually agree upon the course of action to be pursued (Accountants and the method of allocating the expenses thereof) if the Employee’s good faith claim for refund or credit is denied. In the event that Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9 below. With respect to this Section 6.8.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings with such tax authority and in any related judicial proceeding (excluding any appeals thereof); provided, however, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on his overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without foregoing any right to receive any Tax Reimbursement Payment described in this Section 6.8, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.8.4 in any judicial proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determined.contest. In conducting any contest described in this Section 6.8.4, the Executive shall use his best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such response or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.8.4, whether incurred by the Corporation or the

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants or the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee Executive shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingforegoing provisions of this Section 7(e), in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Company shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee Executive and GTI the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI Payment in respect thereof) the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined. The Company and the Executive each agrees to reasonably cooperate in good faith in the event of any reduction in payments or benefits pursuant to Section 7(a) or any Tax Reimbursement Payment pursuant to Section 7(b) to minimize the amount of such reduction or Tax Reimbursement Payment and to take such other actions under this Section 7 as may be necessary or required.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, then the Employee Executive shall repay to the GTICorporation, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Executive or to federal, state or local tax authorities on the EmployeeExecutive’s behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the EmployeeExecutive, and interest payable to GTI the Corporation shall not exceed interest received or credited to the Employee Executive by such tax authority for the period it held such portion. The Employee and GTI shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined, but in no event later than the end of the calendar year following the year in which the Executive pays the related Excise Tax under this Section 8.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9 below. With respect to this Section 6.8.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings with such tax authority and in any related judicial proceeding (excluding any appeals thereof); provided, however, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on his overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without foregoing any right to receive any Tax Reimbursement Payment described in this Section 6.8, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.8.4 in any judicial proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.8.4, the Executive shall use his best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such response or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.8.4, whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In If, pursuant to a written opinion, reasonably satisfactory to the event that Executive, of the Accountants (or legal counsel reasonably acceptable to the Executive) delivered and addressed to the Executive, the Excise Tax is subsequently determined by the Accountants on a reasonable basis and in good faith (other than as a result of a tax contest) to be less than the amount taken into account hereunder in calculating the any Tax Reimbursement Payment made, the Employee Executive shall repay to the GTI, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, Corporation the portion of such any prior Tax Reimbursement Payment that has been paid to federal, state or local tax authorities on the Employee’s behalf and that would not have been paid if such redetermined Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the mid-term discount rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoingimmediately foregoing sentence, in the event if any portion of the Tax Reimbursement Payment to be refunded to GTI the Corporation has been paid to any federal, state or local tax authority, repayment thereof shall not be required until an actual refund or credit of such portion has been made to or obtained by the EmployeeExecutive from such tax authority, and any interest payable to GTI the Corporation shall not exceed the interest received or credited to the Employee Executive by any such tax authority for the period it held such portionauthority. The Employee Executive shall be fully indemnified by the Corporation for any out-of-pocket costs, expenses or fees attributable to the filing of any refund or other claim. The Executive and GTI the Corporation shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s any good faith claim for refund or credit from such tax authority made by the Executive is denied. In Notwithstanding the event that immediately preceding paragraph, if, in the written opinion of the Executive's tax advisors delivered to the Accountants and the Corporation, the Excise Tax is later determined by the accountants to exceed the amount taken into account by the Accountants or legal counsel, as the case may be, hereunder at the time the any Tax Reimbursement Payment is made (including, but not limited to, by reason of (i) manifest error, (ii) any payment the existence or amount of which cancould not be or was not determined or known about at the time of the any Tax Reimbursement Payment), GTI or (iii) any determination, claim or assertion made by any tax authority that the Excise Tax is or should be greater than the amount of such Excise Tax taken into account previously by the Accountants or legal counsel, as the case may be, or as otherwise previously determined, the Corporation shall make an additional Tax Reimbursement Payment in respect of such excess Excise Tax (which Tax Reimbursement Payment shall include include, without limitation, any interest or penalty penalties payable with respect to such excessexcess Excise Tax) at the time specified in Section 6.9.5 below. With respect to this Section 6.9.4, if any such tax authority makes such a determination, the Executive shall notify the Corporation of such occurrence. If the Corporation obtains (at the Corporation's sole expense) an opinion of legal counsel addressed, delivered and reasonably satisfactory to the Executive that it is more likely than not that the Executive would succeed in disputing such claim, assertion or determination of such tax authority, the Executive shall, at the sole expense of the Corporation, make a good faith effort to contest such claim, assertion or determination of such tax authority in all relevant administrative proceedings (excluding any appeals thereof); provided, however, that if the Executive determines in good faith that the continued contest of any such claim, assertion or determination with such tax authority would have an adverse impact on her overall tax position (which good faith determination shall take into account the magnitude of the amounts involved), then, upon receipt of notice by the Corporation from the Executive to that effect, the Executive shall, without foregoing any right to receive any Tax Reimbursement Payment described in this Section 6.9, have no further obligation to pursue any such contest with any such tax authority. The Executive may, as a condition to pursuing or commencing any contest described in this Section 6.9.4 in any proceedings (which proceedings shall be in a forum chosen at the sole discretion of the Executive), require the Corporation to advance any amount of tax required to be paid in order to pursue such excess is finally determinedcontest. In conducting any contest described in this Section 6.9.4, the Executive shall use her best efforts to keep the Corporation advised and will permit the Corporation to prepare and suggest appropriate responses and actions that may be reasonably made or taken by the Executive. Notwithstanding the above, the decisions as to such responses or actions shall be solely that of the Executive and the Executive shall have the sole right to control the proceeding. The Corporation shall bear all expenses of any proceeding relating to any contest described in this Section 6.9.4, whether incurred by the Corporation or the Executive, including, without limitation, all fees and disbursements of attorneys, accountants and expert witnesses and any additional interest or penalties applicable. Nothing contained in this Agreement shall under any circumstances give the Corporation any right to examine the tax returns or any other records of the Executive.

Subsequent Events. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Employee shall repay to the GTICompany, at the time or as soon as practicable thereafter, that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Employee or to federal, state or local tax authorities on the Employee’s Executive's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment for the period from the date the prior Tax Reimbursement Payment was received by the Employee to the date of such repayment, at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to GTI the Company has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Employee, and interest payable to GTI the Company shall not exceed interest received or credited to the Employee by such tax authority for the period it held such portion. The Employee and GTI the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Employee’s 's good faith claim for refund or credit is denied. In the event that the Excise Tax is later determined by the accountants Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), GTI the Company shall make an additional Tax Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall include any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.