TIME TO TIME, OR IF NONE, THE DEFAULT
METHODOLOGY SET FORTH IN CODE SECTION 409A, THEN WITH REGARD TO ANY PAYMENT OR
THE PROVIDING OF ANY BENEFIT THAT CONSTITUTES "NON-QUALIFIED DEFERRED
COMPENSATION" PURSUANT TO CODE SECTION 409A THAT IS
15
PAYABLE DUE TO THE EXECUTIVE'S SEPARATION FROM SERVICE, TO THE EXTENT REQUIRED
TO BE DELAYED IN COMPLIANCE WITH CODE SECTION 409A(A)(2)(B), SUCH PAYMENT OR
BENEFIT SHALL NOT BE MADE OR PROVIDED TO THE EXECUTIVE (SUBJECT TO THE LAST
SENTENCE OF THIS SECTION 25(B)) PRIOR TO THE EARLIER OF (I) THE EXPIRATION OF
THE SIX (6)-MONTH PERIOD MEASURED FROM THE DATE OF THE EXECUTIVE'S SEPARATION
FROM SERVICE, AND (II) THE DATE OF THE EXECUTIVE'S DEATH (THE "DELAY PERIOD").
FOR AVOIDANCE OF DOUBT, THE SEVERANCE PAYMENT SHALL NOT BE TREATED AS
NON-QUALIFIED DEFERRED COMPENSATION THAT IS REQUIRED TO BE DELAYED IN COMPLIANCE
WITH CODE SECTION 409A(A)(2)(B) TO THE EXTENT THAT IT MEETS THE EXEMPTION SET
FORTH IN DEPARTMENT OF TREASURY REGULATION SECTION 1.409A-1(B)(9)(III) (FOR
SEPARATION PAY DUE TO INVOLUNTARY SEPARATION FROM SERVICE) AND ONLY THAT
PORTION, IF ANY, OF THE SEVERANCE PAYMENT THAT EXCEEDS THE EXEMPT AMOUNT SHALL
BE SUBJECT THE DELAY, IF ANY, REQUIRED PURSUANT TO THE PRECEDING SENTENCE.
ON
THE FIRST DAY OF THE SEVENTH MONTH FOLLOWING THE DATE OF THE EXECUTIVE'S
SEPARATION FROM SERVICE OR, IF EARLIER, ON THE DATE OF THE EXECUTIVE'S DEATH,
ALL PAYMENTS DELAYED PURSUANT TO THIS SECTION 25(B) (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 THE EXECUTIVE IN A LUMP SUM, AND ANY
REMAINING PAYMENTS AND BENEFITS DUE TO THE EXECUTIVE UNDER THIS 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 PROVISION OF
ANY WELFARE BENEFITS PROVIDED TO THE EXECUTIVE FOLLOWING HIS SEPARATION FROM
SERVICE WILL BE TREATED AS NON-QUALIFIED DEFERRED COMPENSATION THAT IS REQUIRED
TO BE DELAYED (AFTER TAKING INTO ACCOUNT THE EXEMPTION IN DEPARTMENT OF TREASURY
REGULATION SECTION 1.409A-1(B)(9)(V)) BUT WOULD NOT BE REQUIRED TO BE DELAYED IF
THE PREMIUMS THEREFOR WERE PAID BY THE EXECUTIVE, THE EXECUTIVE SHALL PAY THE
FULL COST OF THE PREMIUMS FOR SUCH WELFARE BENEFITS DURING THE DELAY PERIOD AND
THE COMPANY SHALL PAY THE EXECUTIVE AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
PREMIUMS PAID BY THE EXECUTIVE DURING THE DELAY PERIOD PROMPTLY AFTER ITS
CONCLUSION.
(C)
IN NO EVENT WHATSOEVER SHALL THE COMPANY BE
LIABLE FOR ANY ADDITIONAL TAX, INTEREST OR PENALTIES THAT MAY BE IMPOSED ON THE
EXECUTIVE BY CODE SECTION 409A OR ANY DAMAGES FOR FAILING TO COMPLY WITH CODE
SECTION 409A.
(D)
TO THE EXTENT ANY REIMBURSEMENT OF COSTS AND
EXPENSES PROVIDED FOR UNDER THIS AGREEMENT CONSTITUTES TAXABLE INCOME TO THE
EXECUTIVE FOR FEDERAL INCOME TAX PURPOSES, SUCH REIMBURSEMENTS SHALL BE MADE NO
LATER THAN DECEMBER 31 OF THE CALENDAR YEAR NEXT FOLLOWING THE CALENDAR YEAR IN
WHICH THE EXPENSES TO BE REIMBURSED ARE INCURRED.
(E)