A LUMP SUM AN AMOUNT EQUAL TO THE
AMOUNT OF SALARY THE EMPLOYEE WOULD HAVE EARNED IF HE HAD REMAINED EMPLOYED BY
THE CORPORATION FOR A PERIOD OF SIX MONTHS FOLLOWING THE DATE OF TERMINATION AT
THE RATE OF SALARY IN EFFECT ON THE DATE OF TERMINATION, WHICH LUMP SUM SHALL BE
PAID UNLESS OTHERWISE REQUIRED BY SECTION 15(B) WITHIN 90 DAYS AFTER THE DATE OF
TERMINATION, WITH THE EXACT DATE OF PAYMENT DETERMINED IN THE SOLE DISCRETION OF
THE CORPORATION.
15.
ADDITIONAL TERMINATION PROVISIONS.
(A)
SEPARATION FROM SERVICE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WITH RESPECT TO ANY AMOUNTS PAYABLE
TO THE EMPLOYEE UNDER THIS AGREEMENT IN CONNECTION WITH A TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT, IN NO EVENT SHALL A TERMINATION OF EMPLOYMENT OCCUR UNDER
THIS AGREEMENT UNLESS SUCH TERMINATION CONSTITUTES A SEPARATION FROM SERVICE.
FOR PURPOSES OF THIS AGREEMENT, A SEPARATION FROM SERVICE SHALL MEAN THE
EMPLOYEE'S "SEPARATION FROM SERVICE" WITH THE CORPORATION AS SUCH TERM IS
DEFINED IN TREASURY REGULATION SECTION 1.409A-1(H) AND ANY SUCCESSOR PROVISION
THERETO.
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(B)
SECTION 409A COMPLIANCE.
NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, AMOUNTS PAYABLE TO THE EMPLOYEE PURSUANT TO
SECTIONS 13 OR 14 SHALL BE MADE IN RELIANCE UPON TREAS. REG.
SECTION 1.409A-1(B)(9) (SEPARATION PAY PLANS) OR TREAS. REG.
SECTION 1.409A-1(B)(4) (SHORT-TERM DEFERRALS).
HOWEVER, TO THE EXTENT ANY SUCH
PAYMENTS ARE TREATED AS NON-QUALIFIED DEFERRED COMPENSATION SUBJECT TO
SECTION 409A OF
THE CODE, THEN IF EMPLOYEE IS DEEMED AT THE TIME OF HIS
SEPARATION FROM SERVICE TO BE A "SPECIFIED EMPLOYEE" FOR PURPOSES OF
SECTION 409A(A)(2)(B)(I) OF THE CODE, THEN TO THE EXTENT DELAYED COMMENCEMENT OF
ANY PORTION OF THE BENEFITS TO WHICH EMPLOYEE IS ENTITLED UNDER THIS AGREEMENT
IS REQUIRED IN ORDER TO AVOID A PROHIBITED DISTRIBUTION UNDER
SECTION 409A(A)(2)(B)(I) OF THE CODE, SUCH PORTION OF EMPLOYEE'S TERMINATION
BENEFITS SHALL NOT BE PROVIDED TO EMPLOYEE PRIOR TO THE EARLIER OF (I) THE
EXPIRATION OF THE SIX-MONTH PERIOD MEASURED FROM THE DATE OF THE EMPLOYEE'S
SEPARATION FROM SERVICE OR (II) THE DATE OF EMPLOYEE'S DEATH.
UPON THE EARLIER
OF SUCH DATES, ALL PAYMENTS DEFERRED PURSUANT TO THIS SECTION 15(B) SHALL BE
PAID IN A LUMP SUM TO EMPLOYEE.
THE DETERMINATION OF WHETHER THE EMPLOYEE IS A
"SPECIFIED EMPLOYEE" FOR PURPOSES OF SECTION 409A(A)(2)(B)(I) OF THE CODE AS OF
THE TIME OF HIS SEPARATION FROM SERVICE SHALL MADE BY THE CORPORATION IN
ACCORDANCE WITH THE TERMS OF SECTION 409A OF THE CODE AND APPLICABLE GUIDANCE
THEREUNDER (INCLUDING WITHOUT LIMITATION TREAS. REG. SECTION 1.409A-1(I) AND ANY
SUCCESSOR PROVISION THERETO).
(C)
RESIGNATION UPON TERMINATION.
IN THE EVENT
OF TERMINATION OF THIS AGREEMENT OTHER THAN FOR DEATH, THE EMPLOYEE HEREBY
AGREES TO RESIGN FROM ALL POSITIONS HELD IN THE CORPORATION, INCLUDING WITHOUT
LIMITATIONS ANY POSITION AS A DIRECTOR, OFFICER, AGENT, TRUSTEE OR CONSULTANT OF
THE CORPORATION OR ANY AFFILIATE OF THE CORPORATION.
FOR THE PURPOSES OF THIS
PROVISION, THE TERM "AFFILIATE" HAS THE SAME MEANING AS IN PARAGRAPH 9.
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