THAN MARCH 15TH OF
THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR TO WHICH SUCH AMOUNTS RELATE.
THE
COMPANY SHALL INDEMNIFY THE EXECUTIVE AND HOLD HIM HARMLESS FROM ANY CLAIM, LOSS
OR DAMAGE AS A RESULT OF HIS COOPERATION HEREUNDER.
14.
LIFE INSURANCE.
THE COMPANY MAY, AT ITS DISCRETION AND AT ANY
TIME AFTER THE EXECUTION OF THIS EMPLOYMENT AGREEMENT, APPLY FOR AND PROCURE, AS
OWNER AND FOR ITS OWN BENEFIT, AND AT ITS OWN EXPENSE, INSURANCE ON THE
EXECUTIVE'S LIFE, IN SUCH AMOUNT AND IN SUCH FORM OR FORMS AS THE COMPANY MAY
DETERMINE.
THE EXECUTIVE WILL HAVE NO RIGHT OR INTEREST
9
WHATSOEVER IN SUCH POLICY OR POLICIES, BUT THE EXECUTIVE AGREES THAT THE
EXECUTIVE WILL, AT THE REQUEST OF THE COMPANY, SUBMIT HIMSELF TO SUCH MEDICAL
EXAMINATIONS, SUPPLY SUCH INFORMATION AND EXECUTE AND DELIVER SUCH DOCUMENTS AS
MAY BE REQUIRED BY THE INSURANCE COMPANY OR COMPANIES TO WHICH THE COMPANY OR
ANY SUCH SUBSIDIARY HAS APPLIED FOR SUCH INSURANCE.
15.
NO MITIGATION.
THE EXECUTIVE SHALL BE UNDER NO OBLIGATION TO SEEK
OTHER EMPLOYMENT OR OTHERWISE MITIGATE THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT UPON TERMINATION OF THIS AGREEMENT, AND ANY PAYMENTS OR BENEFITS PAID
BY THE COMPANY HEREUNDER SHALL NOT BE OFFSET BY ANY REMUNERATION OR BENEFITS
RECEIVED FROM A SUBSEQUENT EMPLOYER.
16.
SECTION 409A.
(A)
COMPLIANCE.
IT IS THE INTENTION OF THE PARTIES TO THIS EMPLOYMENT
AGREEMENT THAT NO PAYMENT OR ENTITLEMENT PURSUANT TO THIS EMPLOYMENT AGREEMENT
WILL GIVE RISE TO ANY ADVERSE TAX CONSEQUENCES TO THE EXECUTIVE UNDER
SECTION 409A OF THE CODE.
THE EMPLOYMENT AGREEMENT SHALL BE INTERPRETED TO THAT
END AND, CONSISTENT WITH THAT OBJECTIVE AND NOTWITHSTANDING ANY PROVISION HEREIN
TO THE CONTRARY, THE COMPANY AND THE EXECUTIVE SHALL, TO THE EXTENT NECESSARY TO
COMPLY WITH SECTION 409A OF THE CODE, AGREE TO ACT REASONABLY AND IN GOOD FAITH
TO MUTUALLY REFORM THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT TO AVOID THE
APPLICATION OF OR EXCISE TAX UNDER SECTION 409A OF THE CODE.
TO THIS END, THE
PARTIES AGREE THAT THE SEVERANCE BENEFITS PAYABLE UNDER THIS EMPLOYMENT
AGREEMENT WILL BE PAID ONLY UPON A "SEPARATION FROM SERVICE" (WITHIN THE MEANING
OF SECTION 409A OF THE CODE) THAT OCCURS COINCIDENT WITH OR FOLLOWING THE DATE
OF TERMINATION.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE EXECUTIVE IS
A "SPECIFIED EMPLOYEE", AS DEFINED IN, AND PURSUANT TO, PROP. REG.
SECTION 1.409A 1(I) OR ANY SUCCESSOR REGULATION, ON THE DATE OF TERMINATION, ANY
PAYMENT PROVIDED HEREUNDER THAT IS DESIGNATED AS BEING "SUBJECT TO SECTION 16"
SHALL BE MADE TO THE EXECUTIVE NO EARLIER THAN THE DATE WHICH IS SIX MONTHS FROM
THE DATE OF TERMINATION; PROVIDED, THAT SUCH PAYMENT MAY BE MADE EARLIER IN THE
EVENT OF THE EXECUTIVE'S DEATH.
IF ANY PAYMENT TO THE EXECUTIVE IS DELAYED
PURSUANT TO CLAUSE (I) OF THE FOREGOING SENTENCE, SUCH PAYMENT INSTEAD SHALL BE
MADE ON THE FIRST BUSINESS DAY FOLLOWING THE EXPIRATION OF THE SIX MONTH PERIOD
REFERRED TO IN THE PRIOR SENTENCE OR THE DATE OF THE EXECUTIVE'S