THAT ANY PROVISION OF THIS LETTER AGREEMENT (OR OF
ANY AWARD OF COMPENSATION, INCLUDING EQUITY COMPENSATION OR BENEFITS) WOULD
CAUSE YOU TO INCUR ANY ADDITIONAL TAX OR INTEREST UNDER CODE SECTION 409A AND
THE COMPANY CONCURS WITH SUCH BELIEF OR THE COMPANY (WITHOUT ANY OBLIGATION
WHATSOEVER TO DO SO) INDEPENDENTLY MAKES SUCH DETERMINATION, THE COMPANY SHALL,
AFTER CONSULTING WITH YOU, REFORM SUCH PROVISION TO TRY TO COMPLY WITH CODE
SECTION 409A THROUGH GOOD FAITH MODIFICATIONS TO THE MINIMUM EXTENT REASONABLY
APPROPRIATE TO CONFORM WITH CODE SECTION 409A.
TO THE EXTENT THAT ANY PROVISION
HEREOF IS MODIFIED IN ORDER TO COMPLY WITH CODE SECTION 409A, SUCH MODIFICATION
SHALL BE MADE IN GOOD FAITH AND SHALL, TO THE MAXIMUM EXTENT REASONABLY
POSSIBLE, MAINTAIN THE ORIGINAL INTENT AND ECONOMIC BENEFIT TO YOU AND THE
COMPANY OF THE APPLICABLE PROVISION WITHOUT VIOLATING THE PROVISIONS OF CODE
SECTION 409A.
(II)
NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY IN THIS AGREEMENT, IF YOU ARE DEEMED ON THE DATE OF TERMINATION TO BE A
"SPECIFIED EMPLOYEE" WITHIN THE MEANING OF THAT TERM UNDER CODE SECTION
409A(A)(2)(B), THEN WITH REGARD TO ANY PAYMENT OR THE PROVISION OF ANY BENEFIT
THAT IS REQUIRED TO BE
10
DELAYED IN COMPLIANCE WITH CODE SECTION 409A(A)(2)(B), SUCH PAYMENT OR BENEFIT
SHALL NOT BE MADE OR PROVIDED (SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH
25(B)(II)) PRIOR TO THE EARLIER OF (A) THE EXPIRATION OF THE SIX (6)-MONTH
PERIOD MEASURED FROM THE DATE OF YOUR "SEPARATION FROM SERVICE" (AS SUCH TERM IS
DEFINED UNDER CODE SECTION 409A), AND (B) THE DATE OF YOUR DEATH (THE "DELAY
PERIOD").
UPON THE EXPIRATION OF THE DELAY PERIOD, ALL PAYMENTS AND BENEFITS
DELAYED PURSUANT TO THIS PARAGRAPH 25(B)(II) (WHETHER THEY WOULD HAVE OTHERWISE
BEEN PAYABLE IN A SINGLE SUM OR IN INSTALLMENTS IN THE ABSENCE OF SUCH DELAY)
SHALL BE PAID OR REIMBURSED TO YOU IN A LUMP SUM, AND ANY REMAINING PAYMENTS AND
BENEFITS DUE UNDER THIS LETTER AGREEMENT SHALL BE PAID OR PROVIDED IN ACCORDANCE
WITH THE NORMAL PAYMENT DATES SPECIFIED FOR THEM HEREIN.
NOTWITHSTANDING THE
FOREGOING, TO THE EXTENT THAT THE FOREGOING APPLIES TO THE PROVISION OF ANY
ONGOING WELFARE BENEFITS TO YOU THAT WOULD NOT BE REQUIRED TO BE DELAYED IF THE
PREMIUMS THEREFORE WERE PAID BY YOU, YOU SHALL PAY THE FULL COST OF THE PREMIUMS
FOR SUCH WELFARE BENEFITS DURING THE DELAY PERIOD AND THE COMPANY SHALL PAY YOU
AN AMOUNT EQUAL TO THE AMOUNT OF SUCH PREMIUMS PAID BY YOU DURING THE DELAY
PERIOD PROMPTLY AFTER ITS CONCLUSION.
26.
AMENDMENT; ENTIRE AGREEMENT.
FOLLOWING YOUR EXECUTION OF THIS
LETTER AGREEMENT, NO PROVISION THEREOF MAY BE AMENDED UNLESS SUCH AMENDMENT IS
AGREED TO IN WRITING AND SIGNED BY YOU AND AN AUTHORIZED OFFICER OF THE
COMPANY.
THIS LETTER AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BY AND BETWEEN
YOU AND THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES
ANY AND ALL PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN YOU AND THE COMPANY WITH
RESPECT TO THE SUBJECT MATTER HEREOF, WHETHER WRITTEN OR ORAL