BE PAID TO THE PERSONAL REPRESENTATIVE OF YOUR
ESTATE ON THE FIRST TO OCCUR OF THE NEW PAYMENT DATE AND THIRTY (30) DAYS AFTER
THE DATE OF YOUR DEATH.
FOR PURPOSES OF THIS AGREEMENT, EACH AMOUNT TO BE PAID
OR BENEFIT TO BE PROVIDED SHALL BE CONSTRUED AS A SEPARATE PAYMENT FOR PURPOSES
OF SECTION 409A, AND ANY PAYMENTS THAT ARE DUE WITHIN THE "SHORT TERM DEFERRAL
PERIOD" AS DEFINED IN SECTION 409A SHALL NOT BE TREATED AS DEFERRED COMPENSATION
UNLESS APPLICABLE LAW REQUIRES OTHERWISE.
NEITHER THE COMPANY NOR ANY OF ITS
APPLICABLE AFFILIATES NOR YOU SHALL HAVE THE RIGHT TO ACCELERATE OR DEFER THE
DELIVERY OF ANY SUCH PAYMENTS OR BENEFITS EXCEPT TO THE EXTENT SPECIFICALLY
PERMITTED OR REQUIRED BY SECTION 409A.
ALL REIMBURSEMENTS AND IN-KIND BENEFITS
PROVIDED UNDER THIS AGREEMENT THAT CONSTITUTE DEFERRED COMPENSATION WITHIN THE
MEANING OF SECTION 409A SHALL BE MADE OR PROVIDED IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 409A, INCLUDING, WITHOUT LIMITATION, THAT (A) IN NO
EVENT SHALL REIMBURSEMENTS TO YOU UNDER THIS AGREEMENT BE MADE LATER THAN THE
END OF THE CALENDAR YEAR NEXT FOLLOWING THE CALENDAR YEAR IN WHICH THE
APPLICABLE FEES AND EXPENSES WERE INCURRED, PROVIDED, THAT YOU SHALL HAVE
SUBMITTED AN INVOICE FOR SUCH FEES AND EXPENSES AT LEAST TEN (10) DAYS BEFORE
THE END OF THE CALENDAR YEAR NEXT FOLLOWING THE CALENDAR YEAR IN WHICH SUCH FEES
AND EXPENSES WERE INCURRED; (B) THE AMOUNT OF IN-KIND BENEFITS THAT YOU ARE
ENTITLED TO RECEIVE IN ANY GIVEN CALENDAR YEAR SHALL NOT AFFECT THE IN-KIND
BENEFITS THAT YOU ARE ENTITLED TO RECEIVE IN ANY OTHER CALENDAR YEAR; (C) YOUR
RIGHT TO SUCH REIMBURSEMENTS AND IN-KIND BENEFITS MAY NOT BE LIQUIDATED OR
EXCHANGED FOR ANY OTHER BENEFIT; AND (D) IN NO EVENT SHALL YOUR ENTITLEMENT TO
SUCH REIMBURSEMENTS OR SUCH IN-KIND BENEFITS APPLY LATER THAN YOUR REMAINING
LIFETIME (OR IF LONGER, THROUGH THE TWENTIETH (20TH) ANNIVERSARY OF THE
EFFECTIVE DATE).
THIS AGREEMENT IS INTENDED TO COMPLY WITH THE PROVISIONS OF
SECTION 409A AND SHALL, TO THE EXTENT PRACTICABLE, BE CONSTRUED IN ACCORDANCE
THEREWITH.
IN NO EVENT SHALL A TAX GROSS-UP PAYMENT BE PAID LATER THAN THE END
OF THE YEAR FOLLOWING THE YEAR THAT THE RELATED TAXES, OR TAXES ON THE
UNDERLYING INCOME OR IMPUTED INCOME, ARE REMITTED TO THE APPLICABLE TAXING
AUTHORITY.
TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE MEANINGS GIVEN SUCH
TERMS UNDER SECTION 409A IF AND TO THE EXTENT REQUIRED TO COMPLY WITH
SECTION 409A.
IN ANY EVENT, NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES MAKES
ANY REPRESENTATIONS OR WARRANT AND SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER
PERSON IF ANY PROVISIONS OF OR PAYMENTS UNDER THIS AGREEMENT ARE DETERMINED TO
CONSTITUTE DEFERRED COMPENSATION SUBJECT TO SECTION 409A BUT NOT TO SATISFY THE
CONDITIONS OF SECTION 409A.
20.
SURVIVORSHIP.
UPON THE EXPIRATION OR OTHER TERMINATION OF THIS
AGREEMENT OR YOUR EMPLOYMENT, THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL SURVIVE TO THE EXTENT NECESSARY TO CARRY OUT THE INTENTIONS
OF THE PARTIES UNDER