THE
DATE OF TERMINATION. FOR PURPOSES OF THIS AGREEMENT, "SPECIFIED EMPLOYEE" SHALL
MEAN A "SPECIFIED EMPLOYEE" WITHIN THE MEANING OF CODE SECTION 409A(A)(2)(B)(I),
AS DETERMINED BY THE COMPANY'S COMPENSATION COMMITTEE.
(F)
RELEASE; FULL SATISFACTION. NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, NO NOTICE OR SEVERANCE PAY SHALL BECOME PAYABLE UNDER THIS
AGREEMENT UNLESS AND UNTIL THE EXECUTIVE EXECUTES A GENERAL RELEASE OF CLAIMS IN
FORM AND MANNER REASONABLY SATISFACTORY TO THE COMPANY AND SUBSTANTIALLY SIMILAR
TO APPENDIX C, AND SUCH RELEASE HAS BECOME IRREVOCABLE (IT BEING THE INTENTION
OF THE PARTIES THAT THE EXECUTIVE PROVIDE THE COMPANY WITH A COMPLETE RELEASE OF
ANY AND ALL CLAIMS AS A CONDITION TO THE RECEIPT OF THE SEVERANCE PAY UNDER THIS
AGREEMENT); PROVIDED, THAT THE EXECUTIVE SHALL NOT BE REQUIRED TO RELEASE ANY
INDEMNIFICATION RIGHTS, CONTINUING RIGHTS TO BENEFITS UNDER THE COMPANY'S
EMPLOYEE BENEFIT PLANS, OR RIGHTS TO FUTURE PAYMENTS OR BENEFITS UNDER THIS
AGREEMENT AND CONTINUING COVERAGE UNDER THE COMPANY'S DIRECTOR & OFFICER
INSURANCE PROGRAMS IN RESPECT OF SERVICES PERFORMED ON OR PRIOR TO THE DATE OF
TERMINATION.
THE PAYMENT OF SEVERANCE PAY TO BE PROVIDED TO THE EXECUTIVE
PURSUANT TO THIS SECTION UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT SHALL
CONSTITUTE THE EXCLUSIVE PAYMENT IN THE NATURE OF SEVERANCE OR TERMINATION PAY
OR SALARY CONTINUATION WHICH SHALL BE DUE TO THE EXECUTIVE UPON A TERMINATION OF
EMPLOYMENT AND SHALL BE IN LIEU OF ANY OTHER SUCH PAYMENTS UNDER ANY PLAN,
PROGRAM, POLICY OR OTHER ARRANGEMENT WHICH HAS HERETOFORE BEEN OR SHALL
HEREAFTER BE ESTABLISHED BY ANY MEMBER OF THE COMPANY AFFILIATED GROUP AND SHALL
BE IN RESPECT OF ANY SUCH CLAIMS OR PAYMENTS DUE OR ARISING FROM ANY BENEFITS,
RIGHTS OR ENTITLEMENTS IN ANY JURISDICTION .
(G)
RESIGNATION. UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR
ANY REASON, THE EXECUTIVE SHALL BE DEEMED TO HAVE RESIGNED FROM ALL POSITIONS
WITH ANY MEMBER OF THE COMPANY AFFILIATED GROUP, AS APPLICABLE.
(H)
COOPERATION FOLLOWING TERMINATION. FOLLOWING TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE AGREES TO REASONABLY
COOPERATE WITH THE COMPANY UPON THE REASONABLE REQUEST OF THE CHIEF EXECUTIVE
OFFICER OR THE GENERAL COUNSEL OF THE COMPANY AND TO BE REASONABLY AVAILABLE TO
THE COMPANY WITH RESPECT TO MATTERS ARISING OUT OF THE EXECUTIVE'S SERVICES TO
ANY MEMBER OF THE COMPANY AFFILIATED GROUP.
THE COMPANY SHALL REIMBURSE OR, AT
THE EXECUTIVE'S REQUEST, ADVANCE THE EXECUTIVE FOR EXPENSES REASONABLY INCURRED
IN CONNECTION WITH SUCH MATTERS.
7.
REPRESENTATIONS.
THE EXECUTIVE REPRESENTS TO THE COMPANY THAT THE
EXECUTIVE'S EXECUTION AND PERFORMANCE OF THIS AGREEMENT DOES NOT VIOLATE ANY
AGREEMENT OR OBLIGATION (WHETHER OR NOT WRITTEN) THAT THE EXECUTIVE HAS WITH OR
TO ANY PERSON OR ENTITY INCLUDING ANY PRIOR EMPLOYER.
THE COMPANY REPRESENTS TO
THE EXECUTIVE THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT HAS BEEN DULY
AUTHORIZED AND THIS AGREEMENT CONSTITUTES A VALID AND BINDING AGREEMENT
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS (SUBJECT TO
BANKRUPTCY, INSOLVENCY, REORGANIZATION, RECEIVERSHIP, FRAUDULENT CONVEYANCE OR
TRANSFER, MORATORIUM AND OTHER LAWS OF GENERAL APPLICABILITY RELATING TO