LIFE INSURANCE,
DISABILITY, WELFARE, RETIREMENT OR OTHER PLAN OR PROGRAM MAINTAINED BY THE
COMPANY.
IF THE COMPANY TERMINATES EXECUTIVE DURING THE TERM OF THIS AGREEMENT
OTHER THAN PURSUANT TO CLAUSES (I) THROUGH (III) OF THIS SECTION 5.2, EXECUTIVE
SHALL BE ENTITLED TO RECEIVE THE COMPENSATION AND BENEFITS PROVIDED IN
SUBSECTIONS (A) THROUGH (H) OF SECTION 5.1 ABOVE FOR THE SEVERANCE PERIOD (AS
DEFINED IN SECTION 5.1), AND SUBJECT TO THE PROVISIONS (INCLUDING THE
NONMITIGATION PROVISION) AND LIMITATIONS THEREIN.
5.3
LIMITATION ON BENEFITS UPON TERMINATION.
(A)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ANY
BENEFITS PAYABLE OR TO BE PROVIDED TO EXECUTIVE BY THE COMPANY OR ITS
AFFILIATES, WHETHER
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PURSUANT TO THIS AGREEMENT OR OTHERWISE, WHICH ARE TREATED AS SEVERANCE PAYMENTS
SHALL BE MODIFIED OR REDUCED IN THE MANNER PROVIDED IN (B) BELOW TO THE EXTENT
NECESSARY SO THAT THE BENEFITS PAYABLE OR TO BE PROVIDED TO EXECUTIVE UNDER THIS
AGREEMENT THAT ARE TREATED AS SEVERANCE PAYMENTS, AS WELL AS ANY PAYMENTS OR
BENEFITS PROVIDED OUTSIDE OF THIS AGREEMENT THAT ARE SO TREATED, SHALL NOT CAUSE
THE COMPANY TO HAVE PAID AN EXCESS SEVERANCE PAYMENT.
IN COMPUTING SUCH AMOUNT,
THE PARTIES SHALL TAKE INTO ACCOUNT ALL PROVISIONS OF CODE SECTION 280G, AND THE
REGULATIONS THEREUNDER, INCLUDING MAKING APPROPRIATE ADJUSTMENTS TO SUCH
CALCULATION FOR AMOUNTS ESTABLISHED TO BE REASONABLE COMPENSATION.
IF EXECUTIVE
BECOMES ENTITLED TO COMPENSATION AND BENEFITS UNDER SECTION 5.1 OR SECTION 5.2
AND SUCH PAYMENTS ARE CONSIDERED TO BE SEVERANCE PAYMENTS CONTINGENT UPON A
CHANGE IN CONTROL, EXECUTIVE SHALL BE REQUIRED TO MITIGATE DAMAGES (BUT ONLY
WITH RESPECT TO AMOUNTS THAT WOULD BE TREATED AS SEVERANCE PAYMENTS) BY REDUCING
THE AMOUNT OF SEVERANCE PAYMENTS HE IS ENTITLED TO RECEIVE BY ANY COMPENSATION
AND BENEFITS HE EARNS FROM SUBSEQUENT EMPLOYMENT (BUT SHALL NOT BE REQUIRED TO
SEEK SUCH EMPLOYMENT) DURING THE 24-MONTH PERIOD AFTER TERMINATION (OR SUCH
LESSER PERIOD AS HE IS ENTITLED TO EXTENDED BENEFITS).
(B)
IN THE EVENT THAT THE AMOUNT OF ANY SEVERANCE PAYMENTS WHICH WOULD
BE PAYABLE TO OR FOR THE BENEFIT OF EXECUTIVE UNDER THIS AGREEMENT MUST BE
MODIFIED OR REDUCED TO COMPLY WITH THIS SECTION 5.3, EXECUTIVE SHALL DIRECT
WHICH SEVERANCE PAYMENTS ARE TO BE MODIFIED OR REDUCED; PROVIDED, HOWEVER, THAT
NO INCREASE IN THE AMOUNT OF ANY PAYMENT OR CHANGE IN THE TIMING OF THE PAYMENT
SHALL BE MADE WITHOUT THE CONSENT OF THE COMPANY.
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(C)
THIS SECTION 5.3 SHALL BE INTERPRETED SO AS TO AVOID THE
IMPOSITION OF EXCISE TAXES ON EXECUTIVE UNDER SECTION 4999 OF THE CODE OR THE
DISALLOWANCE OF A DEDUCTION TO THE COMPANY PURSUANT TO SECTION 280G(A) OF THE
CODE WITH RESPECT TO AMOUNTS PAYABLE UNDER THIS AGREEMENT OR OTHERWISE.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL ANY OF THE PROVISIONS OF THIS
SECTION 5.3 CREATE, WITHOUT THE CONSENT OF EXECUTIVE, AN OBLIGATION ON THE PART
OF EXECUTIVE TO REFUND ANY AMOUNT TO THE COMPANY FOLLOWING PAYMENT OF SUCH
AMOUNT.
(D)
IN ADDITION TO THE LIMITS OTHERWISE PROVIDED IN THIS SECTION 5.3,
TO THE