BE SUBJECT TO ALL OF THE PROVISIONS OF THIS
PLAN.
8.
CERTAIN ADDITIONAL AGREEMENTS UNDER SECTION 409A.
(A)
IF AND TO THE EXTENT THAT
(I) ANY PAYMENT OR BENEFIT IS
DETERMINED BY THE COMPANY TO CONSTITUTE "NON-QUALIFIED DEFERRED COMPENSATION"
SUBJECT TO SECTION 409A, (II) SUCH PAYMENT OR BENEFIT UNDER THIS PLAN OR
OTHERWISE IS PROVIDED TO A PARTICIPANT WHO IS A "SPECIFIED EMPLOYEE" (WITHIN THE
MEANING OF SECTION 409A AND AS DETERMINED PURSUANT TO PROCEDURES ESTABLISHED BY
THE COMPANY) AND (III) SUCH PAYMENT OR BENEFIT MUST BE DELAYED FOR SIX MONTHS
FROM THE PARTICIPANT'S DATE OF TERMINATION (OR AN EARLIER DATE) IN ORDER TO
COMPLY WITH SECTION 409A(A)(2)(B)(I) OF THE CODE AND NOT CAUSE THE PARTICIPANT
TO INCUR ANY ADDITIONAL TAX UNDER SECTION 409A, THEN THE COMPANY
7
WILL DELAY MAKING ANY SUCH PAYMENT OR PROVIDING SUCH BENEFIT UNTIL THE
EXPIRATION OF SUCH SIX MONTH PERIOD.
ANY PAYMENT OR BENEFIT DUE UPON A
TERMINATION OF THE PARTICIPANT'S EMPLOYMENT THAT REPRESENTS A "DEFERRAL OF
COMPENSATION" WITHIN THE MEANING OF SECTION 409A SHALL ONLY BE PAID OR PROVIDED
TO THE EXECUTIVE UPON A "SEPARATION FROM SERVICE" (WITHIN THE MEANING OF TREAS.
REG. 1.409A-1(H)).
IF A PARTICIPANT DIES WITHIN 6 MONTHS FOLLOWING SUCH
SEPARATION FROM SERVICE, ANY SUCH DELAYED PAYMENTS OR BENEFITS SHALL NOT BE
FURTHER DELAYED, AND SHALL BE IMMEDIATELY PAYABLE TO HIS OR HER ESTATE IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THIS PLAN.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY PAYMENT OR
BENEFIT UNDER SECTION 4 OR 6 OR OTHERWISE THAT IS EXEMPT FROM SECTION 409A
PURSUANT TO TREAS. REG. 1.409A-1(B)(9)(V)(A) OR (C) SHALL BE PAID OR PROVIDED TO
THE PARTICIPANT ONLY TO THE EXTENT THAT THE EXPENSES ARE NOT INCURRED, OR THE
BENEFITS ARE NOT PROVIDED, BEYOND THE LAST DAY OF THE SECOND TAXABLE YEAR OF THE
PARTICIPANT FOLLOWING THE TAXABLE YEAR OF THE PARTICIPANT IN WHICH THE
"SEPARATION FROM SERVICE" OCCURS; AND PROVIDED FURTHER THAT SUCH EXPENSES ARE
REIMBURSED NO LATER THAN THE LAST DAY OF THE THIRD TAXABLE YEAR FOLLOWING THE
TAXABLE YEAR OF THE PARTICIPANT IN WHICH THE "SEPARATION FROM SERVICE" OCCURS.
(C)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TO THE EXTENT ANY
EXPENSE REIMBURSEMENT OR THE PROVISION OF ANY IN-KIND BENEFIT UNDER THIS PLAN IS
DETERMINED TO BE SUBJECT TO SECTION 409A, THE AMOUNT OF ANY SUCH EXPENSES
ELIGIBLE FOR REIMBURSEMENT, OR THE PROVISION OF ANY IN-KIND BENEFIT, IN ONE
CALENDAR YEAR SHALL NOT AFFECT THE EXPENSES ELIGIBLE FOR REIMBURSEMENT IN ANY
OTHER TAXABLE YEAR (EXCEPT FOR ANY LIFE-TIME OR OTHER AGGREGATE LIMITATION
APPLICABLE TO MEDICAL EXPENSES), IN NO EVENT SHALL ANY EXPENSES BE REIMBURSED
AFTER THE LAST DAY OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE
PARTICIPANT INCURRED SUCH EXPENSES, AND IN NO EVENT SHALL ANY RIGHT TO
REIMBURSEMENT OR THE PROVISION OF ANY IN-KIND BENEFIT BE SUBJECT TO LIQUIDATION
OR EXCHANGE FOR ANOTHER BENEFIT.
(D)
FOR THE PURPOSES OF THIS PLAN, EACH PAYMENT MADE PURSUANT TO
SECTION 4(B) OR (C) SHALL BE DEEMED TO BE SEPARATE PAYMENTS, AND