D.
NOTICE OF TERMINATION; PAYMENT OF LUMP
SUM AMOUNTS.
(I) ANY PURPORTED TERMINATION OF EMPLOYMENT BY THE COMPANY OR BY
EXECUTIVE (OTHER THAN DUE TO EXECUTIVE'S DEATH) AS SET FORTH ABOVE IN THIS
SECTION 8 SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO THE OTHER
PARTY HERETO IN ACCORDANCE WITH SECTION 12(K) HEREOF.
FOR PURPOSES OF THIS
AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE
THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET
FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF EMPLOYMENT UNDER THE PROVISION SO INDICATED.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PROVISIONS OF THIS
SECTION 8 SHALL EXCLUSIVELY GOVERN EXECUTIVE'S RIGHTS UPON TERMINATION OF
EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES.
(II)
FOR PURPOSES OF THIS SECTION 8, (W) THE ACCRUED RIGHTS
DESCRIBED IN SECTION 8(A)(III)(A) AND ALL AMOUNTS REQUIRED TO BE PAID IN A LUMP
SUM PURSUANT TO ANY SUBSECTION OF THIS SECTION 8 (OTHER THAN THE ANNUAL BONUS
UNDER SECTION 8(B)(II)(B), SECTION 8(C)(III)(B) AND SECTION 8(C)(IV)(B)) SHALL
BE REQUIRED TO BE MADE WITHIN THIRTY (30) BUSINESS DAYS AFTER THE DATE OF THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT, (X) THE ACCRUED RIGHTS DESCRIBED IN
SECTION 8(A)(III)(C) SHALL BE PAID IN ACCORDANCE WITH THE APPLICABLE BENEFIT
PLAN, (Y) THE ANNUAL BONUS UNDER SECTION 8(B)(II)(B), SECTION 8(C)(III)(B) AND
SECTION 8(C)(IV)(B) SHALL BE PAID AT SUCH TIME AS THE ANNUAL BONUS WOULD HAVE
BEEN PAYABLE HAD EXECUTIVE'S EMPLOYMENT NOT TERMINATED, AND (Z) ALL
REIMBURSEMENTS OF EXPENSES PURSUANT TO THIS SECTION 8 WILL BE PAID IN ACCORDANCE
WITH COMPANY POLICY (BUT IN NO EVENT LATER THAN THE LAST DAY OF THE CALENDAR
YEAR NEXT FOLLOWING THE CALENDAR YEAR IN WHICH THE EXPENSES WERE INCURRED).
E.
BOARD/COMMITTEE RESIGNATION.
UPON
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE AGREES TO
RESIGN, AS OF THE DATE OF SUCH TERMINATION, FROM THE BOARD (AND ANY COMMITTEES
THEREOF) AND THE BOARD OF DIRECTORS (AND ANY COMMITTEES THEREOF) OF ANY OF THE
COMPANY'S AFFILIATES.
F.
SPECIAL 409A PROVISIONS.
NOTWITHSTANDING THE PROVISIONS OF SECTION 8 OR 11, IF EXECUTIVE IS A SPECIFIED
EMPLOYEE WITHIN THE MEANING OF SECTION 409A, IN ACCORDANCE WITH THE ELECTION
MADE BY THE COMPANY FOR DETERMINING SPECIFIED EMPLOYEES, ANY AMOUNTS PAYABLE
UNDER THIS AGREEMENT OR ANY OTHER PAYMENTS TO WHICH EXECUTIVE MAY BE ENTITLED ON
ACCOUNT OF A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF SECTION 409A WHICH
CONSTITUTE "DEFERRED COMPENSATION" WITHIN THE MEANING OF SECTION 409A AND WHICH
ARE OTHERWISE SCHEDULED TO BE PAID DURING THE FIRST SIX MONTHS FOLLOWING
EXECUTIVE'S TERMINATION OF EMPLOYMENT (OTHER THAN ANY PAYMENTS THAT ARE
PERMITTED UNDER SECTION 409A TO BE PAID WITHIN SIX MONTHS FOLLOWING TERMINATION
OF EMPLOYMENT OF A SPECIFIED EMPLOYEE) SHALL BE SUSPENDED UNTIL THE SIX-MONTH
ANNIVERSARY OF EXECUTIVE'S TERMINATION OF EMPLOYMENT (OR THE EXECUTIVE'S DEATH
IF SOONER), AT WHICH TIME ALL PAYMENTS THAT WERE SUSPENDED SHALL BE PAID TO
EXECUTIVE (OR HIS ESTATE) IN A LUMP SUM, TOGETHER WITH INTEREST ON EACH
SUSPENDED PAYMENT AT THE