AND INVESTMENT OPPORTUNITIES, OR OFFERS PRESENTED TO
EXECUTIVE OR OF WHICH EXECUTIVE BECOMES AWARE AT ANY TIME DURING THE EMPLOYMENT
PERIOD WHICH RELATE TO THE BUSINESS OF THE COMPANY ("CORPORATE OPPORTUNITIES").
UNLESS APPROVED BY THE BOARD, EXECUTIVE SHALL NOT ACCEPT OR PURSUE, DIRECTLY OR
INDIRECTLY, ANY CORPORATE OPPORTUNITIES ON EXECUTIVE'S OWN BEHALF.
26.
EXECUTIVE'S COOPERATION.
DURING THE EMPLOYMENT PERIOD AND
THEREAFTER, EXECUTIVE SHALL COOPERATE WITH THE COMPANY AND ITS SUBSIDIARIES IN
ANY INTERNAL INVESTIGATION, ANY ADMINISTRATIVE, REGULATORY OR JUDICIAL
INVESTIGATION OR PROCEEDING OR ANY DISPUTE WITH A THIRD PARTY AS REASONABLY
REQUESTED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, EXECUTIVE BEING
AVAILABLE TO THE COMPANY UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL
INVESTIGATIONS, APPEARING AT THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT
REQUIRING SERVICE OF A SUBPOENA OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE
COMPANY ALL PERTINENT INFORMATION AND TURNING OVER TO THE COMPANY ALL RELEVANT
DOCUMENTS WHICH ARE OR MAY COME INTO EXECUTIVE'S POSSESSION, ALL AT TIMES AND ON
SCHEDULES THAT ARE REASONABLY CONSISTENT WITH EXECUTIVE'S OTHER ACTIVITIES AND
COMMITMENTS). IN THE EVENT THE COMPANY REQUIRES EXECUTIVE'S COOPERATION IN
ACCORDANCE WITH THIS PARAGRAPH, THE COMPANY SHALL REIMBURSE EXECUTIVE SOLELY FOR
REASONABLE TRAVEL EXPENSES (INCLUDING LODGING AND MEALS) UPON SUBMISSION OF
RECEIPTS.
27.
PAYMENTS SUBJECT TO SECTION 409A.
SUBJECT TO THE PROVISIONS IN THIS
SECTION 27, ANY SEVERANCE PAYMENTS OR BENEFITS UNDER THIS AGREEMENT SHALL BEGIN
ONLY UPON THE DATE OF EXECUTIVE'S "SEPARATION FROM SERVICE" (DETERMINED AS SET
FORTH BELOW) WHICH OCCURS ON OR AFTER THE DATE OF TERMINATION OF EXECUTIVE'S
EMPLOYMENT.
THE FOLLOWING RULES SHALL APPLY WITH RESPECT TO DISTRIBUTION OF THE
PAYMENTS AND BENEFITS, IF ANY, TO BE PROVIDED TO EXECUTIVE UNDER THIS AGREEMENT:
(A)
IT IS INTENDED THAT EACH INSTALLMENT OF THE SEVERANCE
PAYMENTS AND BENEFITS PROVIDED UNDER THIS AGREEMENT SHALL BE TREATED AS A
SEPARATE "PAYMENT" FOR PURPOSES OF SECTION 409A OF THE CODE AND THE GUIDANCE
ISSUED THEREUNDER ("SECTION 409A").
NEITHER THE COMPANY NOR EXECUTIVE SHALL
HAVE THE RIGHT TO ACCELERATE OR DEFER THE DELIVERY OF ANY SUCH PAYMENTS OR
BENEFITS EXCEPT TO THE EXTENT SPECIFICALLY PERMITTED OR REQUIRED BY
SECTION 409A.
(B)
IF, AS OF THE DATE OF EXECUTIVE'S "SEPARATION FROM SERVICE"
FROM THE COMPANY, EXECUTIVE IS NOT A "SPECIFIED EMPLOYEE" (WITHIN THE MEANING OF
SECTION 409A), THEN EACH INSTALLMENT OF THE SEVERANCE PAYMENTS AND BENEFITS
SHALL BE MADE ON THE DATES AND TERMS SET FORTH IN THIS AGREEMENT.
12
(C)
IF, AS OF THE DATE OF EXECUTIVE'S "SEPARATION FROM
SERVICE" FROM THE COMPANY, EXECUTIVE IS A "SPECIFIED EMPLOYEE" (WITHIN THE
MEANING OF SECTION 409A), THEN:
(I)
EACH INSTALLMENT OF THE SEVERANCE
PAYMENTS AND BENEFITS DUE UNDER THIS AGREEMENT THAT, IN ACCORDANCE WITH THE
DATES AND TERMS SET FORTH HEREIN, WILL IN ALL CIRCUMSTANCES, REGARDLESS OF WHEN
THE SEPARATION FROM SERVICE OCCURS, BE PAID WITHIN THE SHORT-TERM DEFERRAL
PERIOD (AS HEREINAFTER DEFINED), SHALL BE TREATED AS A SHORT-TERM DEFERRAL
WITHIN THE MEANING OF TREASURY REGULATION § 1.409A-1(B)(4) TO THE MAXIMUM EXTENT
PERMISSIBLE UNDER SECTION 409A.
FOR PURPOSES OF THIS AGREEMENT, THE "SHORT-TERM
DEFERRAL PERIOD"