THE COMPANY. IN THE EVENT OF A TERMINATION PURSUANT TO SECTIONS 4(B)
OR 4(C), THE COMPANY SHALL PROVIDE TO EXECUTIVE THE PRO-RATA SHARE OF HER ANNUAL
BONUS, TO THE EXTENT ONE IS AWARDED BY THE COMPENSATION COMMITTEE THE
CONSIDERATION OF WHICH SHALL BE TAKEN IN GOOD FAITH, GIVING A FULL MONTH'S
CREDIT FOR ANY PARTIAL MONTH WORKED IN THAT BONUS YEAR. ADDITIONALLY, IN THE
EVENT OF A TERMINATION PURSUANT TO SECTIONS 4(B) OR 4(C), THE COMPANY SHALL
PROVIDE TO EXECUTIVE, AT THE COMPANY'S EXPENSE, OUTPLACEMENT SERVICES OF A
NATURE CUSTOMARILY PROVIDED TO A SENIOR EXECUTIVE. NOTWITHSTANDING THE
FOREGOING, THE OBLIGATIONS OF THE COMPANY PURSUANT TO THIS SECTION 4(D) SHALL
REMAIN IN EFFECT NO LONGER THAN THE TERM OF THE TERMINATION PAYMENTS.
(E)
IN THE EVENT THAT ANY AMOUNTS PAYABLE AND/OR ANY BENEFITS PROVIDED
TO THE EXECUTIVE UNDER THE TERMS OF THIS AGREEMENT AND/OR UNDER ANY OTHER PLAN,
AGREEMENT OR ARRANGEMENT BY WHICH SHE IS TO RECEIVE PAYMENTS OR BENEFITS IN THE
NATURE OF COMPENSATION WOULD CONSTITUTE "EXCESS PARACHUTE PAYMENTS" AS THAT TERM
IS DEFINED FOR PURPOSES OF SECTION 280G OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED ("CODE") AND TREASURY REGULATIONS PROMULGATED PURSUANT THERETO, THEN THE
AMOUNTS PAYABLE UNDER THE TERMS OF THIS AGREEMENT AND/OR UNDER ANY OTHER PLAN,
AGREEMENT OR ARRANGEMENT SHALL BE REDUCED SO THAT NO PAYMENTS ARE DEEMED "EXCESS
PARACHUTE PAYMENTS."
ANY DECISIONS REGARDING THIS REQUIREMENT OR IMPLEMENTATION
OF REDUCTIONS SHALL BE MADE BY TAX COUNSEL SELECTED BY THE COMPANY.
(F)
IF ANY PAYMENT TO EXECUTIVE UNDER THE TERMS OF THIS AGREEMENT IS
DETERMINED TO CONSTITUTE A PAYMENT OF NONQUALIFIED DEFERRED COMPENSATION FOR
PURPOSES OF SECTION 409A OF THE CODE, SUCH PAYMENT SHALL BE DELAYED UNTIL THE
DATE THAT IS SIX MONTHS AFTER THE DATE OF EXECUTIVE'S SEPARATION FROM SERVICE
WITH THE COMPANY, SO AS TO COMPLY WITH THE SPECIAL RULE FOR CERTAIN "SPECIFIED
EMPLOYEES" SET FORTH IN CODE SECTION 409A(A)(2)(B)(I) UNLESS IT IS DETERMINED
THAT IMMEDIATE DISTRIBUTION IS PERMISSIBLE (AND DOES NOT TRIGGER ANY ADDITIONAL
TAX LIABILITY PURSUANT TO CODE SECTION 409A(A)(L)) PURSUANT TO CODE SECTION
409A(A)(2)(A)(V) BY
6
REASON OF BEING PAYABLE IN CONNECTION WITH A CHANGE IN THE OWNERSHIP OR
EFFECTIVE CONTROL OF THE COMPANY OR IN THE OWNERSHIP OF A SUBSTANTIAL POSITION
OF THE ASSETS OF THE COMPANY.
5.
Non-Competition.
During the period of Executive's employment hereunder and during the period, if
any, during which payments are required to be made to the Executive by the
Company pursuant to Sections 4(b) or 4(c), the Executive shall not, within any
state or foreign jurisdiction in which the Company or any subsidiary of the
Company is then providing services or products or marketing its services or
products (or engaged in active discussions to provide such services), or within
a fifty (50) mile radius of any such state, directly or indirectly own any
interest in, manage, control, participate in, consult with, render services for,
or in any manner engage in any business engaged in by the Company (unless the
Board of Directors shall have