OCCURS.
IN EXCHANGE FOR AND AS A REQUIREMENT TO RECEIVE THE COMPENSATION SET
FORTH IN THIS SECTION 8(B) OF THIS AGREEMENT, THE EXECUTIVE AND COMPANY (AND ITS
AFFILIATES) SHALL NEGOTIATE, IN GOOD FAITH, AND ENTER INTO A GENERAL RELEASE OF
CLAIMS ACCRUED AS OF THE DATE THEREOF IN FAVOR OF THE COMPANY AND ITS
AFFILIATES.
THE FORM AND SCOPE OF SUCH RELEASE SHALL BE ACCEPTABLE TO THE
COMPANY AND ITS AFFILIATES, THE APPROVAL OF WHICH SHALL NOT BE UNREASONABLY
WITHHELD BY THE COMPANY AND ITS AFFILIATES.
(C)
DELAY IN PAYMENTS.
NOTWITHSTANDING ANY OTHER PROVISION WITH
RESPECT TO THE TIMING OF PAYMENTS UNDER PARAGRAPH 8(B) OR OTHER PAYMENTS SUBJECT
TO SECTION 409A(A)(2)(B) OF THE CODE, IF, AT THE TIME OF THE EXECUTIVE'S
TERMINATION, THE EXECUTIVE IS DEEMED TO BE A "SPECIFIED EMPLOYEE" (WITHIN THE
MEANING OF SECTION 409A OF THE CODE, AND ANY SUCCESSOR STATUTE, REGULATION AND
GUIDANCE THERETO) OF THE COMPANY, THEN ONLY TO THE EXTENT NECESSARY TO COMPLY
WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE, ANY PAYMENTS TO WHICH THE
EXECUTIVE MAY BECOME ENTITLED UNDER PARAGRAPH 8 WHICH ARE SUBJECT TO SECTION
409A OF THE CODE (AND NOT OTHERWISE EXEMPT FROM ITS APPLICATION) OR OTHER
PAYMENTS SUBJECT TO SECTION 409A(A)(2)(B) OF THE CODE WILL BE WITHHELD UNTIL THE
FIRST BUSINESS DAY OF THE SEVENTH MONTH FOLLOWING THE DATE OF TERMINATION, AT
WHICH TIME THE EXECUTIVE SHALL BE PAID AN AGGREGATE AMOUNT EQUAL TO SIX (6)
MONTHS OF PAYMENTS OTHERWISE DUE TO THE EXECUTIVE, AS APPLICABLE.
AFTER THE
FIRST BUSINESS DAY OF THE SEVENTH MONTH FOLLOWING THE DATE OF TERMINATION AND
CONTINUING EACH MONTH THEREAFTER, THE EXECUTIVE SHALL BE PAID THE REGULAR
PAYMENTS OTHERWISE DUE TO THE EXECUTIVE IN ACCORDANCE WITH THE TERMS OF
PARAGRAPH 8(B) OR OTHER PAYMENT ARRANGEMENTS SUBJECT TO SECTION 409A(A)(2)(B) OF
THE CODE, AS APPLICABLE.
6
9.
GROSS UP PAYMENTS.
THE COMPANY WILL REIMBURSE THE EXECUTIVE FOR
ANY AND ALL FEDERAL EXCISE TAXES AND PENALTIES (OTHER THAN PENALTIES IMPOSED AS
A RESULT OF THE EXECUTIVE'S ACTIONS), AND ANY TAXES IMPOSED UPON SUCH
REIMBURSEMENT AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ANY FEDERAL, STATE AND
LOCAL INCOME TAXES, EMPLOYMENT TAXES, AND OTHER TAXES, IF ANY, WHICH MAY BECOME
DUE PURSUANT TO THE APPLICATION OF SECTIONS 4999 OF THE CODE ON ANY PAYMENTS TO
THE EXECUTIVE IN CONNECTION WITH THIS AGREEMENT.
10.
SECTION 409A.
THE PARTIES HERETO INTEND THAT THIS AGREEMENT
COMPLY WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE AND RELATED REGULATIONS
AND TREASURY PRONOUNCEMENTS ("SECTION 409A").
IF ANY PROVISION PROVIDED HEREIN
RESULTS IN THE IMPOSITION OF AN ADDITIONAL TAX UNDER THE PROVISIONS OF SECTION
409A, THE EXECUTIVE AND THE COMPANY AGREE THAT ANY SUCH PROVISION WILL BE
REFORMED TO AVOID IMPOSITION OF ANY SUCH ADDITIONAL TAX IN THE MANNER THAT THE
EXECUTIVE AND THE COMPANY MUTUALLY AGREE IS APPROPRIATE TO COMPLY WITH
SECTION 409A.
NOTWITHSTANDING THE FOREGOING, AND OTHER THAN AS SET FORTH IN
SECTION 9 OF THIS AGREEMENT, THE COMPANY MAKES NO GUARANTEE OF ANY TAX
CONSEQUENCES UNDER ANY SECTION OF THE