TWELVE (12) MONTHS OF A SALE OF SUBSTANTIALLY
ALL OF THE ASSETS OF THE COMPANY OR THE MERGER, CONSOLIDATION OR REORGANIZATION
OF THE COMPANY.
IN THE EVENT OF ANY TERMINATION FOR "GOOD REASON" UNDER THIS
SECTION 4(C), THE COMPANY SHALL, AS LIQUIDATED DAMAGES OR SEVERANCE PAY, OR
BOTH, PAY THE TERMINATION PAYMENTS, AS DEFINED IN (B) OF THIS SECTION 4, TO
EXECUTIVE, WHEN, AS AND IF SUCH PAYMENTS WOULD HAVE BEEN MADE IN THE ABSENCE OF
EXECUTIVE'S TERMINATION.
(D)
DURING ANY PERIOD IN WHICH EXECUTIVE IS OBLIGATED NOT TO COMPETE
WITH THE COMPANY PURSUANT TO SECTION 5 HEREOF (UNLESS EXECUTIVE WAS TERMINATED
FOR CAUSE AS DEFINED HEREIN), EXECUTIVE AND HIS FAMILY SHALL CONTINUE TO BE
COVERED BY THE COMPANY'S LIFE, MEDICAL, HEALTH AND DEATH PLANS.
SUCH COVERAGE
SHALL BE AT THE COMPANY'S EXPENSE TO THE SAME EXTENT AS IF EXECUTIVE WERE STILL
EMPLOYED BY 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 HIS
ANNUAL BONUS DURING THE REMAINING TERM, 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 HE 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 REASON OF BEING PAYABLE IN CONNECTION WITH A CHANGE