EMPLOYMENT REIMBURSEMENT AGREEMENT








     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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