TERMINATION, PAYABLE MONTHLY BEGINNING 30 DAYS
AFTER THE DATE OF EXECUTIVE'S TERMINATION, OR (B) THE DATE ON WHICH THE
EXECUTIVE BREACHES HIS OBLIGATIONS UNDER PARAGRAPH 10 HEREOF.
(II)
OTHER TERMINATION.
IN THE EVENT THE
EXECUTIVE'S EMPLOYMENT TERMINATES FOR ANY REASON OTHER THAN AS DESCRIBED IN
PARAGRAPH 9(A)(I) ABOVE, INCLUDING BY REASON OF THE EXECUTIVE'S DEATH OR
DISABILITY, THE COMPANY'S TERMINATION OF EXECUTIVE FOR CAUSE, OR EXECUTIVE'S
RESIGNATION OTHER THAN FOR GOOD REASON, THEN THE EXECUTIVE SHALL BE ENTITLED TO
RECEIVE SEVERANCE AND ANY OTHER BENEFITS ONLY AS MAY THEN BE ESTABLISHED UNDER
THE COMPANY'S EXISTING SEVERANCE AND BENEFIT PLANS AND POLICIES AT THE TIME OF
SUCH TERMINATION.
(B)
RELEASE OF CLAIMS AGREEMENT.
THE RECEIPT OF
ANY SEVERANCE PAYMENTS OR BENEFITS PURSUANT TO THIS AGREEMENT IS SUBJECT TO THE
EXECUTIVE SIGNING AND NOT REVOKING A SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
(THE "RELEASE") IN A FORM ACCEPTABLE TO THE COMPANY WHICH MUST BECOME EFFECTIVE
NO LATER THAN THE 60TH DAY FOLLOWING THE EXECUTIVE'S TERMINATION OF EMPLOYMENT
(THE "RELEASE DEADLINE"), AND IF NOT, THE EXECUTIVE WILL FORFEIT ANY RIGHT TO
SEVERANCE PAYMENTS OR BENEFITS UNDER THIS AGREEMENT.
TO BECOME EFFECTIVE, THE
RELEASE MUST BE EXECUTED BY THE EXECUTIVE AND ANY REVOCATION PERIODS (AS
REQUIRED BY STATUTE, REGULATION, OR OTHERWISE) MUST HAVE EXPIRED WITHOUT THE
EXECUTIVE HAVING REVOKED THE RELEASE.
IN ADDITION, NO SEVERANCE PAYMENTS OR
BENEFITS WILL BE PAID OR PROVIDED UNTIL THE RELEASE ACTUALLY BECOMES EFFECTIVE.
IN THE EVENT THE EXECUTIVE'S TERMINATION OF EMPLOYMENT OCCURS AT A TIME DURING
THE CALENDAR YEAR WHERE THE RELEASE DEADLINE COULD OCCUR IN THE CALENDAR YEAR
FOLLOWING THE CALENDAR YEAR IN WHICH EXECUTIVE'S TERMINATION OCCURS, THEN ANY
SEVERANCE PAYMENTS OR BENEFITS UNDER THIS AGREEMENT THAT WOULD BE CONSIDERED
DEFERRED COMPENSATION SEPARATION BENEFITS (AS DEFINED IN SECTION 9(C)) WILL BE
PAID ON THE FIRST PAYROLL DATE TO OCCUR DURING THE CALENDAR YEAR FOLLOWING THE
CALENDAR YEAR IN WHICH SUCH TERMINATION OCCURS, OR SUCH LATER TIME AS REQUIRED
BY (I) THE PAYMENT SCHEDULE APPLICABLE TO EACH PAYMENT OR BENEFIT AS SET FORTH
IN SECTION 9(A), (II) THE DATE THE RELEASE BECOMES EFFECTIVE, OR
(III) SECTION 9(C).
(C)
SECTION 409A.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, IF EXECUTIVE IS A "SPECIFIED EMPLOYEE" ("SPECIFIED EMPLOYEE")
WITHIN THE MEANING OF SECTION 409A OF THE CODE AND ANY FINAL REGULATIONS AND
GUIDANCE PROMULGATED THEREUNDER ("SECTION 409A") AT THE TIME OF EXECUTIVE'S
TERMINATION, THEN THE SEVERANCE AND BENEFITS PAYABLE TO EXECUTIVE PURSUANT TO
THIS AGREEMENT (OTHER THAN DUE TO DEATH), IF ANY, AND ANY OTHER SEVERANCE
PAYMENTS OR SEPARATION PAYMENTS WHICH MAY BE CONSIDERED DEFERRED COMPENSATION
UNDER SECTION 409A (TOGETHER, THE "DEFERRED COMPENSATION SEPARATION BENEFITS"),
WHICH ARE OTHERWISE DUE TO EXECUTIVE ON OR WITHIN
5
THE SIX (6) MONTH PERIOD FOLLOWING EXECUTIVE'S TERMINATION WILL ACCRUE DURING
SUCH SIX (6) MONTH PERIOD AND WILL BECOME PAYABLE IN A LUMP SUM PAYMENT ON THE
DATE SIX (6) MONTHS AND ONE (1) DAY FOLLOWING THE DATE OF EXECUTIVE'S
TERMINATION OF EMPLOYMENT OR THE DATE OF THE EXECUTIVE'S DEATH, IF EARLIER.
ALL