"SPECIFIED EMPLOYEE"
WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.409A-1(I) AS OF THE DATE OF
EXECUTIVE'S SEPARATION FROM SERVICE, EXECUTIVE SHALL NOT BE ENTITLED TO ANY
PAYMENT OR BENEFIT PURSUANT TO CLAUSE (I) OF SECTION 1(D) UNTIL THE EARLIER OF
(I) THE DATE WHICH IS SIX (6) MONTHS AFTER HIS SEPARATION FROM SERVICE FOR ANY
REASON OTHER THAN DEATH, OR (II) THE DATE OF EXECUTIVE'S DEATH.
THE PROVISIONS
OF THIS SECTION 6(B) SHALL ONLY APPLY IF, AND TO THE EXTENT, REQUIRED TO AVOID
THE IMPUTATION OF ANY TAX, PENALTY OR INTEREST PURSUANT TO SECTION
7
409A.
ANY AMOUNTS OTHERWISE PAYABLE TO EXECUTIVE UPON OR IN THE SIX (6) MONTH
PERIOD FOLLOWING EXECUTIVE'S SEPARATION FROM SERVICE THAT ARE NOT SO PAID BY
REASON OF THIS SECTION 6(B) SHALL BE PAID (WITHOUT INTEREST) AS SOON AS
PRACTICABLE (AND IN ALL EVENTS WITHIN THIRTY (30) DAYS) AFTER THE DATE THAT IS
SIX (6) MONTHS AFTER EXECUTIVE'S SEPARATION FROM SERVICE (OR, IF EARLIER, AS
SOON AS PRACTICABLE, AND IN ALL EVENTS WITHIN THIRTY (30) DAYS, AFTER THE DATE
OF EXECUTIVE'S DEATH).
(C)
IT IS INTENDED THAT ANY AMOUNTS PAYABLE
UNDER THIS AGREEMENT AND THE COMPANY'S AND EXECUTIVE'S EXERCISE OF AUTHORITY OR
DISCRETION HEREUNDER SHALL COMPLY WITH AND AVOID THE IMPUTATION OF ANY TAX,
PENALTY OR INTEREST UNDER SECTION 409A OF THE CODE.
THIS AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED CONSISTENT WITH THAT INTENT.
7.
HEADING REFERENCES.
SECTION HEADINGS
IN THIS AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
REFERENCES
TO "THIS AGREEMENT" OR THE USE OF THE TERM "HEREOF" SHALL REFER TO THESE
STANDARD TERMS AND CONDITIONS AND THE EMPLOYMENT AGREEMENT ATTACHED HERETO,
TAKEN AS A WHOLE.
8.
REMEDIES FOR BREACH.
EXECUTIVE
EXPRESSLY AGREES AND UNDERSTANDS THAT EXECUTIVE WILL NOTIFY THE COMPANY IN
WRITING OF ANY ALLEGED BREACH OF THIS AGREEMENT BY THE COMPANY, AND THE COMPANY
WILL HAVE THIRTY (30) DAYS FROM RECEIPT OF EXECUTIVE'S NOTICE TO CURE ANY SUCH
BREACH.
EXECUTIVE EXPRESSLY AGREES AND UNDERSTANDS THAT IN THE EVENT OF ANY
TERMINATION OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY DURING THE TERM, THE
COMPANY'S CONTRACTUAL OBLIGATIONS TO EXECUTIVE SHALL BE FULFILLED THROUGH
COMPLIANCE WITH ITS OBLIGATIONS UNDER SECTION 1 OF THE STANDARD TERMS AND
CONDITIONS.
EXECUTIVE EXPRESSLY AGREES AND UNDERSTANDS THAT THE REMEDY AT LAW FOR ANY BREACH
BY EXECUTIVE OF SECTION 2 OF THE STANDARD TERMS AND CONDITIONS WILL BE
INADEQUATE AND THAT DAMAGES FLOWING FROM SUCH BREACH ARE NOT USUALLY SUSCEPTIBLE
TO BEING MEASURED IN MONETARY TERMS.
ACCORDINGLY, IT IS ACKNOWLEDGED THAT, UPON
EXECUTIVE'S VIOLATION OF ANY PROVISION OF SUCH SECTION 2, THE COMPANY SHALL BE
ENTITLED TO OBTAIN FROM ANY COURT OF COMPETENT JURISDICTION IMMEDIATE INJUNCTIVE
RELIEF AND OBTAIN A TEMPORARY ORDER RESTRAINING ANY THREATENED OR FURTHER BREACH
AS WELL AS AN EQUITABLE ACCOUNTING OF ALL PROFITS OR BENEFITS ARISING OUT OF
SUCH VIOLATION.
NOTHING SHALL BE DEEMED TO LIMIT THE COMPANY'S REMEDIES AT LAW
OR IN EQUITY FOR ANY BREACH BY EXECUTIVE OF ANY