OF THE
PLAN TO THE CONTRARY, ANY BENEFITS PAYABLE TO AN ELIGIBLE EXECUTIVE UNDER THIS
PLAN SHALL BE IN LIEU OF ANY SEVERANCE BENEFITS PAYABLE BY THE COMPANY TO SUCH
INDIVIDUAL UNDER ANY OTHER ARRANGEMENT COVERING THE INDIVIDUAL, UNLESS EXPRESSLY
OTHERWISE AGREED TO BY THE COMPANY IN WRITING.
FURTHER, IN THE EVENT THAT THE
ELIGIBLE EXECUTIVE IS ENTITLED TO RECEIVE SEVERANCE BENEFITS UNDER ANY AGREEMENT
OR CONTRACT WITH THE COMPANY, ANY PLAN, POLICY, PROGRAM OR OTHER ARRANGEMENT
ADOPTED OR ESTABLISHED BY THE COMPANY, UNDER THE WARN ACT OR OTHER APPLICABLE
LAW PROVIDING FOR PAYMENTS FROM THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES ON
ACCOUNT OF TERMINATION OF EMPLOYMENT, INCLUDING PAY IN LIEU OF ADVANCE NOTICE OF
TERMINATION, OR AS OTHERWISE LEGALLY REQUIRED TO BE PAID TO ANY NON-U.S.
ELIGIBLE EXECUTIVE ("OTHER BENEFITS"), ANY SEVERANCE BENEFITS PAYABLE HEREUNDER
SHALL BE REDUCED BY THE OTHER BENEFITS.
SECTION 5. TIME OF PAYMENT AND FORM OF BENEFIT; INDEBTEDNESS.
(A)
BENEFITS UNDER THIS PLAN SHALL BE PAID
ACCORDING TO THE SCHEDULE SPECIFIED IN THE BENEFITS SCHEDULES ATTACHED HERETO,
SUBJECT TO SECTION 6(F) AND THE FOLLOWING PROVISIONS:
6
(I)
ANY INCREASE TO THE CASH SEVERANCE
BENEFITS PAYABLE ON ACCOUNT OF THE OCCURRENCE OF A TERMINATION EVENT DURING A
CHANGE IN CONTROL PERIOD (SUCH AS WHEN THE TERMINATION EVENT OCCURS FOLLOWING
THE ENTRY INTO A DEFINITIVE AGREEMENT FOR A CHANGE IN CONTROL, BUT PRIOR TO THE
CONSUMMATION OF THE CHANGE IN CONTROL) SHALL BE PAID (A) AS SOON AS DATE
ADMINISTRATIVELY PRACTICABLE FOLLOWING THE DETERMINATION OF SUCH INCREASED CASH
SEVERANCE BENEFITS HAS OCCURRED WITH RESPECT TO LUMP SUM SEVERANCE PAYMENTS OR
(B) ON THE REMAINING PAYMENT DATE(S) WITH RESPECT TO INSTALLMENT PAYMENT
SEVERANCE PAYMENTS.
(II)
UNLESS OTHERWISE REQUIRED BY APPLICABLE
LAW, IN NO EVENT SHALL PAYMENT OF ANY PLAN BENEFIT BE DUE PRIOR TO THE ELIGIBLE
EXECUTIVE'S PAYMENT CONFIRMATION DATE, AND ANY PAYMENT SHALL BE DEEMED TO BE
TIMELY MADE IF PAID WITHIN 20 BUSINESS DAYS OF SUCH DATE.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS SECTION 5(A), EXCEPT FOR A TERMINATION EVENT OCCURRING DURING A CHANGE IN
CONTROL PERIOD, THE PLAN ADMINISTRATOR MAY IN ITS SOLE DISCRETION, DETERMINE AN
ALTERNATE PAYMENT SCHEDULE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, TO
COMPLY WITH SECTION 409A OF THE CODE.
FOR A TERMINATION EVENT OCCURRING DURING
A CHANGE IN CONTROL PERIOD, THE PLAN ADMINISTRATOR MAY DETERMINE AN ALTERNATE
PAYMENT SCHEDULE ONLY TO ENSURE COMPLIANCE WITH APPLICABLE LAW, INCLUDING BUT
NOT LIMITED TO SECTION 409A OF THE CODE.
(B)
SUBJECT TO COMPLIANCE WITH SECTION 409A OF
THE CODE AND OTHER APPLICABLE LAW, IF AN ELIGIBLE EXECUTIVE IS INDEBTED TO THE
COMPANY AT HIS OR HER TERMINATION DATE, THE COMPANY RESERVES THE RIGHT TO OFFSET
ANY SEVERANCE PAYMENTS UNDER THE PLAN BY THE AMOUNT OF SUCH INDEBTEDNESS.
SECTION 6. ELIGIBLE EXECUTIVE COVENANTS
Severance benefits payable under the Plan are subject to the following covenants
made by each Eligible Executive (the "Covenants"), the scope and applicability
of which covenants shall be determined by the Plan Administrator in its sole
discretion, but