WELL AS TO PURSUE ANY OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY) IF
IT DISCOVERS THAT EXECUTIVE ENGAGED IN ANY FRAUD, THEFT, EMBEZZLEMENT, SERIOUS
OR SUBSTANTIAL MISCONDUCT MATERIALLY INJURING THE LIN COMPANIES' REPUTATION, OR
GROSS NEGLIGENCE WHILE EMPLOYED BY THE COMPANY OR IF EXECUTIVE MATERIALLY
BREACHES THIS AGREEMENT, INCLUDING ANY BREACH BY EXECUTIVE OF HIS OBLIGATIONS
AND COVENANTS UNDER SECTIONS 10, 11, OR 12 HEREOF.
(C)
SUBJECT TO SUCH ADJUSTMENTS AS MAY BE NECESSARY IN ACCORDANCE WITH THE
PROVISO SET FORTH IN THE LAST SENTENCE OF SECTION 9(A)(I), ALL PAYMENTS MADE
UNDER THIS SECTION 9 SHALL BE MADE TO EXECUTIVE AT THE SAME INTERVAL AS PAYMENTS
OF SALARY WERE MADE TO EXECUTIVE IMMEDIATELY PRIOR TO TERMINATION.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF
THE COMPANY DETERMINES THAT EXECUTIVE IS A "SPECIFIED EMPLOYEE" WITHIN THE
MEANING OF SECTION 409A(A)(2)(B)(I) OF THE CODE (AS HEREINAFTER DEFINED), OR ANY
SUCCESSOR THERETO OR AS SUCH MAY BE AMENDED HEREAFTER ("SECTION 409A"), THEN TO
THE EXTENT NECESSARY TO SATISFY THE REQUIREMENTS OF SECTION 409A, ANY PORTION OF
THE SEVERANCE COMPENSATION UNDER THIS SECTION 9 THAT SHALL CONSTITUTE DEFERRED
COMPENSATION WITHIN THE MEANING OF SECTION 409A SHALL NOT BE DUE AND PAYABLE TO
EXECUTIVE UNTIL THE DATE THAT IS SIX (6) MONTHS AFTER THE DATE OF TERMINATION,
IF NECESSARY TO AVOID TAX PENALTIES UNDER SECTION 409A. IN THE EVENT OF SUCH
DELAY IN
6
PAYMENT, ON THE DAY FOLLOWING THE EXPIRATION OF SUCH SIX MONTH PERIOD EXECUTIVE
SHALL BE PAID THE DELAYED PORTION OF THE SEVERANCE COMPENSATION PLUS INTEREST
FOR THE PERIOD OF SUCH DELAY, WHICH INTEREST SHALL BE CALCULATED AT A RATE EQUAL
TO THE INTEREST RATE THEN EARNED BY THE LIN COMPANIES' EXCESS CASH BALANCES ON
BANK DEPOSIT.
(D)
EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH (A) ABOVE, UPON THE TERMINATION
OF THIS AGREEMENT AND EXECUTIVE'S EMPLOYMENT HEREUNDER (INCLUDING FOR CAUSE OR
WITHOUT GOOD REASON, OR UPON DEATH OR TOTAL DISABILITY PURSUANT, RESPECTIVELY,
TO SECTIONS 8(A), 8(D) AND 8(E)), EXECUTIVE SHALL NOT BE ENTITLED TO ANY
PAYMENTS HEREUNDER, OTHER THAN FOR ACCRUED OBLIGATIONS, WHICH THE COMPANY SHALL
PAY TO EXECUTIVE IN A LUMP SUM IMMEDIATELY FOLLOWING SUCH TERMINATION. FOR
PURPOSES OF THIS AGREEMENT, "ACCRUED OBLIGATIONS" SHALL MEAN THE SUM OF (I) ANY
PORTION OF EXECUTIVE'S ACCRUED BUT UNPAID BASE SALARY THROUGH THE DATE OF DEATH
OR TERMINATION OF EMPLOYMENT, AS THE CASE MAY BE; (II) ANY ACCRUED BUT UNPAID
VACATION OR EXPENSE REIMBURSEMENTS; (III) ANY THEN DECLARED BUT UNPAID
PERFORMANCE BONUS, AS APPLICABLE, WITH RESPECT TO THE FISCAL YEAR PRECEDING THE
FISCAL YEAR IN WHICH THE TERMINATION OCCURS; (IV) ANY (A) PERFORMANCE BONUS FOR
THE FISCAL YEAR IN WHICH THE TERMINATION OCCURS, AS APPLICABLE, PRO RATED FOR
SERVICE THROUGH THE DATE OF TERMINATION (AND, IF NOT DETERMINED AS OF THE DATE
OF TERMINATION, SUCH PAYMENT, IF ANY, TO BE DUE AND PAYABLE REASONABLY FOLLOWING
THE DETERMINATION OF SUCH AMOUNTS) OR (B) PERFORMANCE BONUS EARNED FOR THAT YEAR
IF TERMINATION OCCURS AT THE END OF THE YEAR BUT PRIOR TO