CONTRARY,
IF ALL OR ANY PORTION
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OF THE PAYMENTS AND/OR BENEFITS UNDER THIS OR AWARD ARE DETERMINED TO BE
"NONQUALIFIED DEFERRED COMPENSATION" SUBJECT TO SECTION 409A, AND THE COMPANY
DETERMINES THAT THE HOLDER OF AN AWARD IS A "SPECIFIED EMPLOYEE" AS DEFINED IN
SECTION 409A(A)(2)(B)(I) OF THE CODE AND THE FINAL REGULATIONS PROMULGATED
THEREUNDER (THE "TREASURY REGULATIONS") AND OTHER GUIDANCE ISSUED THEREUNDER,
THEN SUCH PAYMENTS AND/OR BENEFITS (OR PORTION THEREOF) SHALL COMMENCE NO
EARLIER THAN THE FIRST DAY OF THE SEVENTH MONTH FOLLOWING AN AWARD HOLDER'S
TERMINATION OF EMPLOYMENT (WITH THE FIRST SUCH PAYMENT BEING A LUMP SUM EQUAL TO
THE AGGREGATE PAYMENTS AND/OR BENEFITS THE AWARD HOLDER WOULD HAVE RECEIVED
DURING SUCH SIX-MONTH PERIOD IF NO SUCH PAYMENT DELAY HAD BEEN IMPOSED.)
FOR
PURPOSES OF THIS SECTION 8(L), "TERMINATION OF EMPLOYMENT" SHALL MEAN
EXECUTIVE'S "SEPARATION FROM SERVICE", AS DEFINED IN SECTION 1.409A-1(H) OF THE
TREASURY REGULATIONS, INCLUDING THE DEFAULT PRESUMPTIONS THEREUNDER.
WHEREVER
PAYMENTS TO WHICH THIS PARAGRAPH APPLIES ARE TO BE MADE IN INSTALLMENTS, EACH
SUCH INSTALLMENT SHALL BE DEEMED TO BE A SEPARATE PAYMENT FOR PURPOSES OF
SECTION 409A.
M.
GOVERNING LAW.
THE PROVISIONS OF THE PLAN AND ALL AWARDS MADE
HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
DELAWARE, WITHOUT REGARD TO ANY APPLICABLE CONFLICTS OF LAW.
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