The undersigned officer or employee of _________________ (Company), agrees to repay to the Company all compensation payments or reimbursements that are disallowed, in whole or in part, as a deductible expense by the Internal Revenue Service. The reimbursement shall be made to the full extent of the disallowance upon an adverse decision of the last tribunal or agency to consider the issue, provided the Company shall not be obligated to seek further appeal if available.

Signed under seal this _______________ day of___________, 19____.

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