PAYMENT OR
DISTRIBUTION OF ALL COMPENSATION AND BENEFITS PROVIDED BY THE PLAN THAT
CONSTITUTE SECTION 409A DEFERRED COMPENSATION SHALL BE SUBJECT TO, LIMITED BY
AND CONSTRUED IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 409A, INCLUDING BUT
NOT LIMITED TO THE FOLLOWING:
(A)
INSTALLMENT PAYMENTS TREATED AS SERIES OF SEPARATE PAYMENTS.
IT
IS THE INTENT OF THIS PLAN THAT ANY RIGHT OF THE PARTICIPANT TO RECEIVE
INSTALLMENT PAYMENTS HEREUNDER SHALL, FOR PURPOSES OF SECTION 409A, BE TREATED
AS A RIGHT TO A SERIES OF SEPARATE PAYMENTS.
(B)
SEPARATION FROM SERVICE.
PAYMENTS AND BENEFITS CONSTITUTING
SECTION 409A DEFERRED COMPENSATION OTHERWISE PAYABLE OR PROVIDED PURSUANT TO THE
PLAN AS A RESULT OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT SHALL BE PAID OR
PROVIDED ONLY AT OR FOLLOWING THE TIME THAT THE PARTICIPANT HAS EXPERIENCED A
SEPARATION FROM SERVICE.
(C)
SIX-MONTH DELAY APPLICABLE TO SPECIFIED EMPLOYEES.
PAYMENTS AND
BENEFITS CONSTITUTING SECTION 409A DEFERRED COMPENSATION TO BE PAID OR PROVIDED
PURSUANT TO THE PLAN UPON OR FOLLOWING AND DUE TO THE SEPARATION FROM SERVICE OF
THE PARTICIPANT WHO IS A SPECIFIED EMPLOYEE SHALL BE PAID OR PROVIDED ONLY UPON
THE LATER OF (1) THE DATE THAT IS SIX (6) MONTHS AND ONE (1) DAY AFTER THE DATE
OF SUCH SEPARATION FROM SERVICE OR, IF EARLIER, THE DATE OF DEATH OF THE
PARTICIPANT (IN EITHER CASE, THE "DELAYED PAYMENT DATE"), OR (2) THE DATE OR
DATES ON WHICH SUCH SECTION 409A DEFERRED COMPENSATION WOULD OTHERWISE BE PAID
OR PROVIDED IN ACCORDANCE WITH THE PLAN.
ALL SUCH AMOUNTS THAT WOULD, BUT FOR
THIS SECTION, BECOME PAYABLE PRIOR TO THE DELAYED PAYMENT DATE SHALL BE
ACCUMULATED AND PAID ON THE DELAYED PAYMENT DATE.
(D)
LIMITATION ON HEALTH AND LIFE INSURANCE BENEFITS.
TO THE EXTENT
THAT ALL OR ANY PORTION OF THE COMPANY'S PAYMENT OR REIMBURSEMENT TO THE
PARTICIPANT FOR THE COST OF THE COMPANY'S OBLIGATION TO PROVIDE HEALTH BENEFITS
OR LIFE INSURANCE BENEFITS PURSUANT TO SECTION 4.1(B)(2) OR
SECTION 4.2(B)(2) (IN EITHER CASE, THE "COMPANY-PROVIDED BENEFITS") WOULD EXCEED
AN AMOUNT FOR WHICH, OR CONTINUE FOR A PERIOD OF TIME IN EXCESS OF WHICH, SUCH
COMPANY PROVIDED BENEFITS WOULD QUALIFY FOR AN EXEMPTION FROM TREATMENT AS
SECTION 409A DEFERRED COMPENSATION, THE COMPANY SHALL, FOR THE DURATION OF THE
APPLICABLE BENEFIT PERIOD, PAY OR REIMBURSE THE PARTICIPANT FOR THE
COMPANY-PROVIDED BENEFITS IN AN AMOUNT NOT TO EXCEED $150,000 PER CALENDAR YEAR
OR ANY PORTION THEREOF INCLUDED IN THE APPLICABLE BENEFIT PERIOD.
THE AMOUNT OF
COMPANY-PROVIDED BENEFITS FURNISHED IN ANY TAXABLE YEAR OF THE PARTICIPANT SHALL
NOT AFFECT THE AMOUNT OF COMPANY-PROVIDED BENEFITS FURNISHED IN
18
ANY OTHER TAXABLE YEAR OF THE PARTICIPANT.
ANY RIGHT OF THE PARTICIPANT TO
COMPANY-PROVIDED BENEFITS SHALL NOT BE SUBJECT TO LIQUIDATION OR EXCHANGE FOR
ANOTHER BENEFIT.
ANY REIMBURSEMENT FOR COMPANY-PROVIDED BENEFITS TO WHICH THE
PARTICIPANT IS ENTITLED SHALL BE PAID NO LATER THAN THE LAST DAY OF THE
PARTICIPANT'S TAXABLE YEAR FOLLOWING THE TAXABLE YEAR IN WHICH THE PARTICIPANT'S
EXPENSE FOR SUCH COMPANY-PROVIDED BENEFITS WAS INCURRED.
(E)
PAYMENT UPON A CHANGE IN CONTROL.
NOTWITHSTANDING ANY