TREASURY REGULATION SECTION 1.409A-1(B)(4) TO THE MAXIMUM EXTENT PERMISSIBLE
UNDER SECTION 409A; AND
(B)
EACH INSTALLMENT OF THE SEVERANCE PAYMENTS
AND BENEFITS DUE UNDER THE PLAN THAT IS NOT DESCRIBED IN PARAGRAPH (A) ABOVE AND
THAT WOULD, ABSENT THIS SUBSECTION, BE PAID WITHIN THE SIX-MONTH PERIOD
FOLLOWING PARTICIPANT'S "SEPARATION FROM SERVICE" FROM THE COMPANY SHALL NOT BE
PAID UNTIL THE DATE THAT IS SIX MONTHS AND ONE DAY AFTER SUCH SEPARATION FROM
SERVICE (OR, IF EARLIER, PARTICIPANT'S DEATH), WITH ANY SUCH INSTALLMENTS THAT
ARE REQUIRED TO BE DELAYED BEING ACCUMULATED DURING THE SIX-MONTH PERIOD AND
PAID IN A LUMP SUM ON THE DATE THAT IS SIX MONTHS AND ONE DAY FOLLOWING
PARTICIPANT'S SEPARATION FROM SERVICE AND ANY SUBSEQUENT INSTALLMENTS, IF ANY,
BEING PAID IN ACCORDANCE WITH THE DATES AND TERMS SET FORTH HEREIN; PROVIDED,
HOWEVER, THAT THE PRECEDING PROVISIONS OF THIS SENTENCE SHALL NOT APPLY TO ANY
INSTALLMENT OF SEVERANCE PAYMENTS AND BENEFITS IF AND TO THE MAXIMUM EXTENT THAT
THAT SUCH INSTALLMENT IS DEEMED TO BE PAID UNDER A SEPARATION PAY PLAN THAT DOES
NOT PROVIDE FOR A DEFERRAL OF COMPENSATION BY REASON OF THE APPLICATION OF
TREASURY REGULATION SECTION 1.409A-1(B)(9)(III) (RELATING TO SEPARATION PAY UPON
AN INVOLUNTARY SEPARATION FROM SERVICE).
ANY INSTALLMENTS THAT QUALIFY FOR THE
EXCEPTION UNDER TREASURY REGULATION SECTION 1.409A-1(B)(9)(III) MUST BE PAID NO
LATER THAN THE LAST DAY OF PARTICIPANT'S SECOND TAXABLE YEAR FOLLOWING
PARTICIPANT'S TAXABLE YEAR IN WHICH THE SEPARATION FROM SERVICE OCCURS.
4.
THE DETERMINATION OF WHETHER AND WHEN
PARTICIPANT'S SEPARATION FROM SERVICE FROM THE COMPANY HAS OCCURRED SHALL BE
MADE AND IN A MANNER CONSISTENT WITH, AND BASED ON THE PRESUMPTIONS SET FORTH
IN, TREASURY REGULATION SECTION 1.409A-1(H).
SOLELY FOR PURPOSES OF THIS
PARAGRAPH 4, "COMPANY" SHALL INCLUDE ALL PERSONS WITH WHOM THE COMPANY WOULD BE
CONSIDERED A SINGLE EMPLOYER UNDER SECTIONS 414(B) AND 414(C) OF THE CODE.
5.
ALL REIMBURSEMENTS AND IN-KIND BENEFITS
PROVIDED UNDER THE PLAN SHALL BE MADE OR PROVIDED IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 409A TO THE EXTENT THAT SUCH REIMBURSEMENTS OR IN-KIND
BENEFITS ARE SUBJECT TO SECTION 409A, INCLUDING,
WHERE APPLICABLE, THE REQUIREMENT THAT (I) ANY REIMBURSEMENT IS FOR EXPENSES
INCURRED DURING PARTICIPANT'S LIFETIME (OR DURING A SHORTER PERIOD OF TIME
SPECIFIED IN THIS PLAN), (II) THE AMOUNT OF EXPENSES ELIGIBLE FOR REIMBURSEMENT
DURING A CALENDAR YEAR MAY NOT AFFECT THE EXPENSES ELIGIBLE FOR REIMBURSEMENT IN
ANY OTHER CALENDAR YEAR, (III) THE REIMBURSEMENT OF AN ELIGIBLE EXPENSE WILL BE
MADE ON OR BEFORE THE LAST DAY OF THE CALENDAR YEAR FOLLOWING THE YEAR IN WHICH
THE EXPENSE IS INCURRED AND (IV) THE RIGHT TO REIMBURSEMENT IS NOT SUBJECT TO
SET OFF OR LIQUIDATION OR EXCHANGE FOR ANY OTHER BENEFIT.
6.
THE COMPANY MAY WITHHOLD (OR CAUSE TO BE
WITHHELD) FROM ANY PAYMENTS MADE UNDER THIS PLAN, ALL FEDERAL, STATE, CITY OR
OTHER TAXES AS SHALL BE REQUIRED TO BE WITHHELD PURSUANT TO ANY LAW OR
GOVERNMENTAL REGULATION OR RULING.
SECTION VII:
PLAN ADMINISTRATION
1.
Plan Administrator.
The Plan shall be administered by the Board.