SECTION 10(B), MUTUAL AGREEMENT
OF EMPLOYER AND EMPLOYEE PURSUANT TO SECTION 10(C), DISSOLUTION AND LIQUIDATION
OF THE COMPANY PURSUANT TO SECTION 10(D), JUST CAUSE PURSUANT TO SECTION 10(E),
AT EMPLOYEE'S ELECTION PURSUANT TO SECTION 10(F), OR AT THE END OF THE INITIAL
EMPLOYMENT TERM PURSUANT TO SECTION 10(H), THE EMPLOYEE SHALL BE ENTITLED TO ALL
ARREARAGES OF SALARY, ACCRUED BUT UNUSED VACATION AND EXPENSES AS OF THE DATE OF
TERMINATION (THE "ACCRUED OBLIGATIONS") BUT SHALL NOT BE ENTITLED TO FURTHER
COMPENSATION.
(B)
IN THE EVENT EMPLOYEE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY WITHOUT JUST CAUSE, OR FOR ANY REASON NOT COVERED BY
SUBSECTIONS 10(A) THROUGH 10(F) ABOVE OR 10(H) ABOVE, THE COMPANY SHALL PAY TO
EMPLOYEE (I) ALL ACCRUED OBLIGATIONS AS REQUIRED UNDER STATE WAGE PAYMENT LAW
AND (II) THE AMOUNT OF SALARY OTHERWISE PAYABLE TO EMPLOYEE FOR THE REMAINDER OF
THE INITIAL EMPLOYMENT TERM IN ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL
PRACTICES AS THOUGH EMPLOYEE WERE EMPLOYED BY THE COMPANY THROUGH THE END OF
SUCH TERM. FURTHERMORE, THE RESTRICTIVE COVENANTS IN SECTION 7 SHALL BECOME
INAPPLICABLE.
12.
OTHER TERMINATION PROVISIONS.
(A)
SEPARATION FROM SERVICE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WITH RESPECT TO ANY AMOUNTS PAYABLE
TO THE EMPLOYEE UNDER SECTION 11(B)(II) OF 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 COMPANY AS
SUCH TERM IS DEFINED IN TREASURY REGULATION SECTION 1.409A-1(H) AND ANY
SUCCESSOR PROVISION THERETO.
(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
SECTION 11 SHALL BE MADE IN RELIANCE UPON TREASURY REGULATION
SECTION 1.409A-1(B)(9) (SEPARATION PAY PLANS) OR TREASURY REGULATION
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 HER
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 12(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 HER SEPARATION FROM SERVICE SHALL MADE BY THE COMPANY IN ACCORDANCE