OF
SECTION 409A SO THAT NONE OF THE SEVERANCE PAYMENTS AND BENEFITS TO BE PROVIDED
HEREUNDER SHALL BE SUBJECT TO THE ADDITIONAL TAX IMPOSED UNDER SECTION 409A, AND
ANY AMBIGUITIES HEREIN SHALL BE INTERPRETED TO SO COMPLY.
THE COMPANY AND
PARTICIPANT AGREE TO WORK TOGETHER IN GOOD FAITH TO CONSIDER AMENDMENTS TO THIS
AGREEMENT AND TO TAKE SUCH REASONABLE ACTIONS WHICH ARE NECESSARY, APPROPRIATE
OR DESIRABLE TO AVOID IMPOSITION OF ANY ADDITIONAL TAX OR INCOME RECOGNITION
UNDER SECTION 409A PRIOR TO ACTUAL PAYMENT TO PARTICIPANT.
(G)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, PARTICIPANT'S
RECEIPT OF SEVERANCE PAYMENTS AND BENEFITS UNDER THIS AGREEMENT IS CONDITIONED
UPON PARTICIPANT SIGNING AND NOT REVOKING THE RELEASE AND SUBJECT TO THE RELEASE
BECOMING EFFECTIVE WITHIN SIXTY (60) DAYS FOLLOWING PARTICIPANT'S TERMINATION OF
EMPLOYMENT (THE "RELEASE PERIOD").
NO SEVERANCE WILL BE PAID OR PROVIDED UNTIL
THE RELEASE BECOMES EFFECTIVE.
NO SEVERANCE WILL BE PAID OR PROVIDED UNLESS THE
RELEASE BECOMES EFFECTIVE DURING THE RELEASE PERIOD.
IN THE EVENT PARTICIPANT'S
SEPARATION FROM SERVICE OCCURS ON OR AFTER NOVEMBER 1 OF ANY YEAR, ANY SEVERANCE
HEREUNDER WILL BE PAID IN ARREARS ON THE FIRST PAYROLL DATE TO OCCUR DURING THE
FOLLOWING CALENDAR YEAR, OR SUCH LATER TIME AS REQUIRED BY SECTION 409A.
ARTICLE V
OTHER RIGHTS AND BENEFITS NOT AFFECTED
5.1
OTHER BENEFITS.
NEITHER THE PROVISIONS OF THIS PLAN NOR THE
SEVERANCE PAYMENT PROVIDED FOR HEREUNDER SHALL REDUCE ANY AMOUNTS OTHERWISE
PAYABLE, OR IN ANY WAY DIMINISH THE PARTICIPANT'S RIGHTS AS AN EMPLOYEE OF AN
EMPLOYER, WHETHER EXISTING NOW OR HEREAFTER, UNDER ANY
8
BENEFIT, INCENTIVE, RETIREMENT, STOCK OPTION, STOCK BONUS, STOCK PURCHASE PLAN,
OR ANY EMPLOYMENT AGREEMENT OR OTHER PLAN OR ARRANGEMENT.
5.2
EMPLOYMENT STATUS.
THIS PLAN DOES NOT CONSTITUTE A CONTRACT OF
EMPLOYMENT OR IMPOSE ON THE PARTICIPANT OR THE PARTICIPANT'S EMPLOYER ANY
OBLIGATION TO RETAIN THE PARTICIPANT AS AN EMPLOYEE, TO CHANGE THE STATUS OF THE
PARTICIPANT'S EMPLOYMENT, OR TO CHANGE THE COMPANY'S POLICIES REGARDING
TERMINATION OF EMPLOYMENT.
5.3
TAXATION OF PLAN PAYMENTS.
ALL SEVERANCE PAYMENTS PAID PURSUANT
TO THIS PLAN SHALL BE SUBJECT TO REGULAR PAYROLL AND WITHHOLDING TAXES.
ARTICLE VI
PARTICIPATING EMPLOYERS
6.1
UPON APPROVAL BY THE BOARD OF DIRECTORS OF THE COMPANY, THIS PLAN
MAY BE ADOPTED BY ANY SUBSIDIARY OF THE COMPANY.
UPON SUCH ADOPTION, THE
SUBSIDIARY SHALL BECOME AN EMPLOYER HEREUNDER AND THE PROVISIONS OF THE PLAN
SHALL BE FULLY APPLICABLE TO THE EMPLOYEES OF THAT SUBSIDIARY.
THE TERM
"SUBSIDIARY" MEANS ANY CORPORATION IN WHICH THE COMPANY, DIRECTLY OR INDIRECTLY,
HOLDS A MAJORITY OF THE VOTING POWER OF ITS OUTSTANDING SHARES OF CAPITAL STOCK.
ARTICLE VII
SUCCESSOR TO COMPANY
7.1
THE COMPANY SHALL REQUIRE ANY SUCCESSOR OR ASSIGNEE, WHETHER
DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE, TO ALL OR
SUBSTANTIALLY ALL THE BUSINESS OR ASSETS OF THE COMPANY, EXPRESSLY AND
UNCONDITIONALLY TO ASSUME AND AGREE TO PERFORM THE COMPANY'S OBLIGATIONS UNDER
THIS PLAN, IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IF NO SUCH SUCCESSION OR ASSIGNMENT