414(M) OF THE CODE SHALL NOT APPLY.
FOR PURPOSES OF THIS SECTION, THE TERM
"COMPENSATION" HAS THE MEANING GIVEN SUCH TERM BY SECTION 414(Q)(4) OF THE
CODE.
THE DETERMINATION OF WHETHER YOU ARE A SPECIFIED EMPLOYEE WILL BE BASED
ON A DECEMBER 31 IDENTIFICATION DATE SUCH THAT IF YOU SATISFY THE ABOVE
DEFINITION OF SPECIFIED EMPLOYEE AT ANY TIME DURING THE 12-MONTH PERIOD ENDING
ON DECEMBER 31, YOU WILL BE TREATED AS A SPECIFIED EMPLOYEE IF YOU HAVE A
TERMINATION OF EMPLOYMENT DURING THE 12-MONTH PERIOD BEGINNING ON THE FIRST DAY
OF THE FOURTH MONTH FOLLOWING THE IDENTIFICATION DATE.
THIS DEFINITION IS
INTENDED TO COMPLY WITH THE "SPECIFIED EMPLOYEE" RULES OF
SECTION 409A(A)(2)(B)(I) OF THE CODE AND SHALL BE INTERPRETED ACCORDINGLY.
(Q)
"TERMINATION OF EMPLOYMENT" MEANS THE TERMINATION OF
YOUR EMPLOYMENT AND SERVICE WITH THE COMPANY AND ALL AFFILIATES.
YOU WILL NOT
BE CONSIDERED AS HAVING HAD A TERMINATION OF EMPLOYMENT IF (I) YOU CONTINUE TO
PROVIDE SERVICES TO THE COMPANY OR ANY AFFILIATE AS AN EMPLOYEE OR INDEPENDENT
CONTRACTOR AT AN ANNUAL RATE THAT IS MORE THAN 20 PERCENT OF THE SERVICES
RENDERED, ON AVERAGE, DURING THE IMMEDIATELY PRECEDING 36 MONTHS OF EMPLOYMENT
(OR, IF EMPLOYED LESS THAN 36 MONTHS, SUCH LESSER PERIOD) OR (II) YOU ARE ON
MILITARY LEAVE, SICK LEAVE OR OTHER BONA FIDE LEAVE OF ABSENCE SO LONG AS THE
PERIOD OF SUCH LEAVE DOES NOT EXCEED SIX MONTHS, OR IF LONGER, SO LONG AS YOUR
RIGHT TO REEMPLOYMENT WITH THE COMPANY OR ANY AFFILIATE IS PROVIDED EITHER BY
STATUTE OR BY CONTRACT.
IF THE PERIOD OF LEAVE (I) ENDS OR (II) EXCEEDS SIX
MONTHS AND YOUR RIGHT TO REEMPLOYMENT IS NOT PROVIDED EITHER BY STATUTE OR BY
CONTRACT, THE TERMINATION OF EMPLOYMENT WILL BE DEEMED TO OCCUR ON THE FIRST
DATE IMMEDIATELY FOLLOWING SUCH SIX-MONTH PERIOD IF NOT REEMPLOYED BY THE
COMPANY OR ANY AFFILIATE BEFORE SUCH TIME AND ELIGIBILITY FOR PAYMENTS AND
BENEFITS HEREUNDER WILL BE DETERMINED AS OF THAT TIME.
TERMINATION OF
EMPLOYMENT SHALL BE CONSTRUED CONSISTENT WITH THE MEANING OF A "SEPARATION FROM
SERVICE" UNDER SECTION 409A OF THE CODE.
(R)
"TOTAL DISABILITY" MEANS YOUR INABILITY, THROUGH
PHYSICAL OR MENTAL ILLNESS OR ACCIDENT, TO PERFORM THE MAJORITY OF YOUR USUAL
DUTIES AND RESPONSIBILITIES HEREUNDER (AS SUCH DUTIES ARE CONSTITUTED ON THE
DATE OF THE COMMENCEMENT OF SUCH DISABILITY) IN THE MANNER AND TO THE EXTENT
REQUIRED UNDER THIS AGREEMENT FOR A PERIOD OF AT LEAST NINETY (90) CONSECUTIVE
DAYS.
TOTAL DISABILITY SHALL BE DEEMED TO HAVE OCCURRED ON THE FIRST DAY
FOLLOWING THE EXPIRATION OF SUCH NINETY (90) DAY PERIOD.
5
(S)
"TRADE SECRETS" MEANS ANY AND ALL INFORMATION
CONCERNING, RELATING TO AND/OR IN THE POSSESSION OF, THE COMPANY AND/OR ITS
AFFILIATES AND/OR THE BUSINESS OF THE COMPANY THAT QUALIFIES AS A TRADE SECRET
AS DEFINED BY THE LAWS OF THE STATE OF GEORGIA ON THE DATE OF THIS AGREEMENT AND
AS SUCH LAWS ARE AMENDED FROM TIME TO TIME THEREAFTER.
(T)
"VOTING STOCK" MEANS THE THEN OUTSTANDING
SECURITIES OF AN