ANY SUCH PREMIUMS HIMSELF DURING THE SIX (6) MONTH PERIOD FOLLOWING THE
EMPLOYEE'S "SEPARATION FROM SERVICE" AS DEFINED IN SECTION 409A(A)(2)(A)(I) OF
THE U.S. INTERNAL REVENUE CODE (THE "CODE") AND THE COMPANY SHALL REIMBURSE THE
EMPLOYEE FOR PAYMENT OF SUCH PREMIUMS IN A SINGLE LUMP SUM PAYMENT ON THE FIRST
DAY OF THE SEVENTH (7TH) MONTH FOLLOWING THE EMPLOYEE'S "SEPARATION FROM
SERVICE," IF (1) SECTION 9.1 OF THIS AGREEMENT SHALL APPLY AND (2) NO EXEMPTION
FROM SECTION 409A OF THE CODE, AS MUTUALLY DETERMINED BY THE COMPANY, COMPANY'S
TAX COUNSEL, EMPLOYEE AND EMPLOYEE'S TAX COUNSEL, SHALL OTHERWISE APPLY TO THE
COMPANY'S PAYMENTS FOR COBRA COVERAGE DURING SUCH SIX (6) MONTH PERIOD. IN THE
EVENT SUCH PREMIUM PAYMENTS ARE PERMITTED WITHOUT VIOLATING THE SPECIAL
RULE APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION, THE COMPANY SHALL
DIRECTLY PAY SUCH PREMIUMS ON BEHALF OF THE EMPLOYEE DURING THE FIRST TWELVE
(12) MONTHS OF COBRA COVERAGE.
(D)
TO THE EXTENT NOT OTHERWISE PROVIDED FOR UNDER THE COMPANY'S STOCK
PLANS, ALL OPTIONS TO PURCHASE COMPANY STOCK HELD BY EMPLOYEE WILL BECOME
EXERCISABLE AND REMAIN EXERCISABLE FOR THE PERIOD OF TIME SET FORTH IN THE
INSTRUMENTS GOVERNING SUCH OPTIONS, AND ALL RESTRICTED STOCK HELD BY EMPLOYEE
UNDER RESTRICTED STOCK PLANS AND ARRANGEMENTS OF THE COMPANY WILL BECOME VESTED.
8.2.
PAYMENTS.
(A)
THE CHANGE OF CONTROL SEVERANCE BENEFITS WILL BE PAID LESS
REQUIRED DEDUCTIONS FOR STATE AND FEDERAL WITHHOLDING TAX, SOCIAL SECURITY AND
ALL OTHER EMPLOYMENT TAXES AS REQUIRED BY LAW.
THE ACCRUED OBLIGATIONS DEFINED
IN SECTION 10.1 WILL BE PAID IN A SINGLE LUMP SUM PAYMENT ON THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE OF TERMINATION, UNLESS OTHERWISE REQUIRED BY
LAW; PROVIDED THAT THE CONDITIONS TO RECEIVE THE CHANGE OF CONTROL SEVERANCE
BENEFITS SET FORTH IN SECTION 8.3 OF THIS AGREEMENT ARE THEN SATISFIED.
THE
CHANGE OF
4
CONTROL SEVERANCE PAYMENT DESCRIBED IN SECTION 8.1(B) WILL BE PAID IN A SINGLE
LUMP SUM WITHIN THIRTY (30) DAYS AFTER THE DATE OF TERMINATION; PROVIDED,
HOWEVER, THAT EMPLOYEE MAY IN HIS SOLE DISCRETION ELECT TO HAVE SUCH PAYMENT
MADE IN EQUAL MONTHLY INSTALLMENTS FOR A PERIOD OF TWELVE (12) MONTHS (THE
"SEVERANCE PERIOD"), WITH THE FIRST SUCH INSTALLMENT TO BE PAID ON THE FIRST DAY
OF THE MONTH THAT COINCIDES WITH OR FOLLOWS THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE OF TERMINATION. ALL AMOUNTS PAYABLE BY THE COMPANY HEREUNDER
SHALL BE PAID WITHOUT NOTICE OR DEMAND.
THE EMPLOYEE SHALL NOT BE OBLIGATED TO
SEEK OTHER EMPLOYMENT IN MITIGATION OF THE AMOUNTS PAYABLE OR ARRANGEMENTS MADE
UNDER ANY PROVISION OF THIS AGREEMENT, AND THE OBTAINING OF ANY SUCH EMPLOYMENT
SHALL IN NO EVENT EFFECT ANY REDUCTION OF THE COMPANY'S OBLIGATIONS TO MAKE THE
PAYMENTS AND ARRANGEMENTS REQUIRED TO BE MADE UNDER THIS AGREEMENT.
(B)
IF A PAYMENT UNDER THIS AGREEMENT IS PAYABLE TO A MINOR, TO A
PERSON DECLARED INCOMPETENT, OR TO A PERSON INCAPABLE OF HANDLING THE
DISPOSITION OF HIS OR HER PROPERTY, THE COMPANY MAY PAY SUCH BENEFIT TO THE
GUARDIAN, LEGAL