DESCRIBED IN THIS
AGREEMENT OR AS OTHERWISE REQUIRED BY LAW OR PLAN DOCUMENTS.
9.
TAXES. TO THE EXTENT ANY TAXES MAY BE
DUE ON THE PAYMENTS TO EXECUTIVE PROVIDED IN THIS AGREEMENT BEYOND ANY WITHHELD
BY EMPLOYER, EXECUTIVE AGREES TO PAY THEM HIMSELF AND TO INDEMNIFY AND HOLD
EMPLOYER AND OTHER ENTITIES RELEASED BY EXECUTIVE PURSUANT TO THE TERMS HEREOF
(INCLUDING EXHIBIT A)
HARMLESS FOR ANY TAX CLAIMS OR PENALTIES RESULTING FROM
SUCH PAYMENTS. EXECUTIVE FURTHER AGREES TO PROVIDE ANY AND ALL INFORMATION
PERTAINING TO EXECUTIVE UPON REQUEST AS REASONABLY NECESSARY FOR EMPLOYER AND
OTHER ENTITIES SO RELEASED TO COMPLY WITH APPLICABLE TAX LAWS.
10.
SEVERABILITY. EXCEPT AS OTHERWISE SPECIFIED
BELOW, SHOULD ANY PORTION OF THIS AGREEMENT BE FOUND VOID OR UNENFORCEABLE FOR
ANY REASON BY A COURT OF COMPETENT JURISDICTION, THE COURT SHOULD ATTEMPT TO
LIMIT OR OTHERWISE MODIFY SUCH PROVISION SO AS TO MAKE IT ENFORCEABLE, AND IF
SUCH PORTION CANNOT BE MODIFIED TO BE ENFORCEABLE, THE UNENFORCEABLE PORTION
SHALL BE DEEMED SEVERED FROM THE REMAINING PORTIONS OF THIS AGREEMENT, WHICH
SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT. IF ANY PORTION OF THIS
AGREEMENT IS SO FOUND TO BE VOID OR UNENFORCEABLE FOR ANY REASON IN REGARD TO
ANY ONE OR MORE PERSONS, ENTITIES, OR SUBJECT MATTERS, SUCH PORTION SHALL REMAIN
IN FULL FORCE AND EFFECT WITH RESPECT TO ALL OTHER PERSONS, ENTITIES, AND
SUBJECT MATTERS. IN THE EVENT EXECUTIVE SHOULD IN THE FUTURE CONTEND THAT
EXECUTIVE'S RELEASE OF CLAIMS PURSUANT TO EXHIBIT A IS FOR ANY REASON VOID,
IMPERFECT, OR INCOMPLETE, EXECUTIVE MAY NOT PURSUE ANY CLAIM AGAINST EMPLOYER
(OR ANY OTHER PARTY INTENDED TO BE RELEASED THEREBY) TO ESTABLISH THE INVALIDITY
OF THE RELEASE OR PREMISED (IN WHOLE OR IN PART) ON THE INVALIDITY OF THE
RELEASE BEFORE OR WITHOUT REPAYING TO EMPLOYER THE FULL AMOUNT OF SUCH CASH
PAYMENTS HE HAS RECEIVED, LESS THE REASONABLE VALUE OF SERVICES ACTUALLY
PROVIDED PURSUANT TO THIS AGREEMENT, AND APPLICABLE STATUTES OF LIMITATIONS
SHALL BE DEEMED TO RUN IN REGARD TO EXECUTIVE'S CLAIMS WITHOUT REGARD TO THE
PARTIES' ENTRY INTO THIS AGREEMENT. THE PRECEDING SENTENCE SHALL NOT OPERATE TO
LIMIT THE SCOPE OR EFFECT OF EXECUTIVE'S COVENANT NOT TO SUE.
3
11.
UNDERSTANDING AND AUTHORITY. THE PARTIES
UNDERSTAND AND AGREE THAT ALL TERMS OF THIS AGREEMENT ARE CONTRACTUAL AND ARE
NOT A MERE RECITAL, AND REPRESENT AND WARRANT THAT THEY ARE COMPETENT TO
COVENANT AND AGREE AS HEREIN PROVIDED.
12.
INTERNAL REVENUE CODE SECTION 409A. CERTAIN
PAYMENTS AND BENEFITS PAYABLE UNDER THIS AGREEMENT ARE INTENDED TO COMPLY WITH
THE REQUIREMENTS OF SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"). CERTAIN PAYMENTS AND BENEFITS PAYABLE UNDER THIS AGREEMENT
ARE INTENDED TO BE EXEMPT FROM THE REQUIREMENTS OF SECTION 409A OF THE CODE.
THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH THE APPLICABLE
REQUIREMENTS OF, AND EXEMPTIONS FROM, SECTION 409A OF THE CODE AND THE TREASURY
REGULATIONS THEREUNDER. TO THE EXTENT THE PAYMENTS AND BENEFITS UNDER THIS
AGREEMENT ARE SUBJECT TO SECTION 409A OF