DATE ON WHICH THE
LONG-TERM BONUS PERFORMANCE PERIOD WOULD HAVE CONCLUDED BUT FOR THE CHANGE OF
CONTROL, (III) THE TERMINATION OF A PARTICIPANT IN CONNECTION WITH OR FOLLOWING
THE CHANGE OF CONTROL WITHOUT CAUSE, (IV) THE RESIGNATION OF A PARTICIPANT IN
CONNECTION WITH OR FOLLOWING THE CHANGE OF CONTROL FOR "GOOD REASON" (AS DEFINED
IN THE APPLICABLE SERVICE AGREEMENT) TO THE EXTENT THAT THE PARTICIPANT IS
ENTITLED TO RESIGN FOR "GOOD REASON" IN ACCORDANCE WITH SUCH PARTICIPANT'S
SERVICE AGREEMENT OR (V) MARCH 1 OF THE CALENDAR YEAR FOLLOWING THE CHANGE OF
CONTROL DATE.
(C)
EACH PAYMENT DESCRIBED IN SECTIONS 9(B)(I)-(II) ABOVE SHALL BE
PAID TO THE PARTICIPANT IN ONE LUMP-SUM IN CASH ON THE CHANGE OF CONTROL DATE TO
THE EXTENT PRACTICABLE OR, IF NOT PRACTICABLE, AS SOON AS REASONABLY POSSIBLE
FOLLOWING THE CHANGE OF CONTROL DATE, BUT IN NO EVENT LATER THAN 45 DAYS
FOLLOWING THE CHANGE OF CONTROL DATE.
10.
SECTION 409A
(A)
ANYTHING IN THIS PLAN TO THE CONTRARY NOTWITHSTANDING, IF AT THE
TIME OF A PARTICIPANT'S SEPARATION FROM SERVICE WITHIN THE MEANING OF
SECTION 409A OF THE CODE, THE COMPANY DETERMINES THAT THE PARTICIPANT IS A
"SPECIFIED EMPLOYEE" WITHIN THE MEANING OF SECTION 409A(A)(2)(B)(I) OF THE CODE,
THEN TO THE EXTENT ANY PAYMENT OR BENEFIT THAT THE PARTICIPANT BECOMES ENTITLED
TO UNDER THIS PLAN ON ACCOUNT OF THE PARTICIPANT'S SEPARATION FROM SERVICE WOULD
BE CONSIDERED DEFERRED COMPENSATION SUBJECT TO THE 20 PERCENT ADDITIONAL TAX
IMPOSED PURSUANT TO SECTION 409A(A) OF THE CODE AS A RESULT OF THE APPLICATION
OF SECTION
409A(A)(2)(B)(I) OF THE CODE, SUCH PAYMENT SHALL NOT BE PAYABLE AND SUCH BENEFIT
SHALL NOT BE PROVIDED UNTIL THE DATE THAT IS THE EARLIER OF (A) SIX MONTHS AND
ONE DAY AFTER THE PARTICIPANT'S SEPARATION FROM SERVICE, OR (B) THE
PARTICIPANT'S DEATH.
IF ANY SUCH DELAYED CASH PAYMENT IS OTHERWISE PAYABLE ON
AN INSTALLMENT BASIS, THE FIRST PAYMENT SHALL INCLUDE A CATCH-UP PAYMENT
COVERING AMOUNTS THAT WOULD OTHERWISE HAVE BEEN PAID DURING THE SIX-MONTH PERIOD
BUT FOR THE APPLICATION OF THIS PROVISION, AND THE BALANCE OF THE INSTALLMENTS
SHALL BE PAYABLE IN ACCORDANCE WITH THEIR ORIGINAL SCHEDULE.
ANY SUCH DELAYED
CASH PAYMENT SHALL EARN INTEREST AT AN ANNUAL RATE EQUAL TO THE APPLICABLE
FEDERAL SHORT-TERM RATE PUBLISHED BY THE INTERNAL REVENUE SERVICE FOR THE MONTH
IN WHICH THE DATE OF SEPARATION FROM SERVICE OCCURS, FROM SUCH DATE OF
SEPARATION FROM SERVICE UNTIL THE PAYMENT.
(B)
TO THE EXTENT THAT ANY PAYMENT OR BENEFIT DESCRIBED IN THIS PLAN
CONSTITUTES "NON-QUALIFIED DEFERRED COMPENSATION" UNDER SECTION 409A OF THE
CODE, AND TO THE EXTENT THAT SUCH PAYMENT OR BENEFIT IS PAYABLE UPON A
PARTICIPANT'S TERMINATION OF EMPLOYMENT, THEN SUCH PAYMENTS OR BENEFITS SHALL BE
PAYABLE ONLY UPON THE PARTICIPANT'S "SEPARATION FROM SERVICE."
THE
DETERMINATION OF WHETHER AND WHEN A SEPARATION FROM SERVICE HAS OCCURRED SHALL
BE MADE IN ACCORDANCE WITH THE PRESUMPTIONS SET FORTH IN TREASURY REGULATION
SECTION 1.409A-1(H).
(C)
THIS PLAN IS INTENDED TO BE ADMINISTERED IN ACCORDANCE WITH
SECTION 409A OF THE CODE.
TO THE EXTENT