BE DEEMED GIVEN WHEN RECEIVED; AND, IF MAILED, SHALL BE MAILED BY
UNITED STATES REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID; AND IF TO THE EMPLOYER, ADDRESSED TO THE PRINCIPAL HEADQUARTERS OF THE
EMPLOYER, ATTENTION:
CHAIRMAN; OR, IF TO THE EXECUTIVE, TO THE ADDRESS SET
FORTH BELOW THE EXECUTIVE'S SIGNATURE ON THIS AGREEMENT, OR TO SUCH OTHER
ADDRESS AS THE PARTY TO BE NOTIFIED SHALL HAVE GIVEN TO THE OTHER.
(I)
INTERNAL REVENUE CODE SECTION 409A.
(I)
TO THE EXTENT THAT ANY OF THE TERMS AND CONDITIONS CONTAINED
HEREIN CONSTITUTE AN AMENDMENT OR MODIFICATION OF THE TIME OR MANNER OF PAYMENT
UNDER A NON-QUALIFIED DEFERRED COMPENSATION PLAN (AS DEFINED UNDER CODE
SECTION 409A), THEN TO THE EXTENT NECESSARY UNDER THE TRANSITIONAL GUIDANCE
UNDER INTERNAL REVENUE SERVICE NOTICE 2007-86, THIS AGREEMENT, AS AMENDED,
CONSTITUTES AN AMENDMENT TO, AND A NEW ELECTION UNDER, SUCH DEFERRED
COMPENSATION PLAN, IN ORDER TO PROPERLY MODIFY THE TIME OR MANNER OF PAYMENT
CONSISTENT WITH SUCH GUIDANCE.
(II)
IT IS INTENDED THAT THE AGREEMENT SHALL COMPLY WITH THE
PROVISIONS OF CODE SECTION 409A SO AS NOT TO SUBJECT THE EXECUTIVE TO THE
PAYMENT OF ADDITIONAL TAXES AND INTEREST UNDER CODE SECTION 409A.
IN
FURTHERANCE OF THIS INTENT, THIS AGREEMENT SHALL BE INTERPRETED, OPERATED AND
ADMINISTERED IN A MANNER CONSISTENT WITH THESE INTENTIONS, AND TO THE EXTENT
THAT ANY REGULATIONS OR OTHER GUIDANCE ISSUED UNDER CODE SECTION 409A WOULD
RESULT IN THE EXECUTIVE BEING SUBJECT TO PAYMENT OF ADDITIONAL INCOME TAXES OR
INTEREST UNDER CODE SECTION 409A, THE PARTIES AGREE TO AMEND THE AGREEMENT TO
MAINTAIN TO THE MAXIMUM EXTENT PRACTICABLE THE ORIGINAL INTENT OF THE AGREEMENT
WHILE AVOIDING THE APPLICATION OF SUCH TAXES OR INTEREST UNDER CODE
SECTION 409A.
(III)
NOTWITHSTANDING ANY PROVISION IN THE AGREEMENT TO THE CONTRARY
IF, AS OF THE EFFECTIVE DATE OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT, HE IS
A SPECIFIED EMPLOYEE (AS HEREINAFTER DEFINED), THEN, ONLY TO THE EXTENT REQUIRED
PURSUANT TO CODE SECTION
15
409A(A)(2)(B)(I), PAYMENTS DUE UNDER THIS AGREEMENT WHICH ARE DEEMED TO BE
DEFERRED COMPENSATION SHALL BE SUBJECT TO A SIX (6) MONTH DELAY FOLLOWING THE
EXECUTIVE'S SEPARATION FROM SERVICE.
FOR PURPOSES OF CODE SECTION 409A, ALL
INSTALLMENT PAYMENTS OF DEFERRED COMPENSATION MADE HEREUNDER, OR PURSUANT TO
ANOTHER PLAN OR ARRANGEMENT, SHALL BE DEEMED TO BE SEPARATE PAYMENTS AND,
ACCORDINGLY, THE AFOREMENTIONED DEFERRAL SHALL ONLY APPLY TO SEPARATE PAYMENTS
WHICH WOULD OCCUR DURING THE SIX (6) MONTH DEFERRAL PERIOD AND ALL OTHER
PAYMENTS SHALL BE UNAFFECTED.
ALL DELAYED PAYMENTS SHALL BE ACCUMULATED AND
PAID IN A LUMP-SUM CATCH-UP PAYMENT AS OF THE FIRST DAY OF THE SEVENTH-MONTH
FOLLOWING SEPARATION FROM SERVICE (OR, IF EARLIER, THE DATE OF DEATH OF THE
EXECUTIVE) WITH ALL SUCH DELAYED PAYMENTS BEING CREDITED WITH INTEREST
(COMPOUNDED MONTHLY) FOR THIS PERIOD OF DELAY EQUAL TO THE PRIME RATE IN EFFECT
ON THE FIRST DAY OF SUCH SIX-MONTH PERIOD.
ANY PORTION OF THE BENEFITS
HEREUNDER THAT WERE NOT OTHERWISE DUE TO BE PAID DURING THE SIX-MONTH PERIOD
FOLLOWING THE TERMINATION SHALL BE PAID