AND APPROXIMATIONS CONCERNING APPLICABLE TAXES AND MAY RELY ON REASONABLE, GOOD
FAITH INTERPRETATIONS CONCERNING THE APPLICATION OF SECTIONS 280G AND 4999 OF
THE CODE. THE COMPANY AND THE COVERED EMPLOYEE SHALL FURNISH TO THE ACCOUNTANTS
SUCH INFORMATION AND DOCUMENTS AS THE ACCOUNTANTS MAY REASONABLY REQUEST IN
ORDER TO MAKE A DETERMINATION UNDER THIS SECTION. THE COMPANY SHALL BEAR ALL
COSTS THE ACCOUNTANTS MAY REASONABLY INCUR IN CONNECTION WITH ANY CALCULATIONS
CONTEMPLATED BY THIS SECTION 4.2.
4.3
RELEASE AND NON-DISPARAGEMENT AGREEMENT.
AS A CONDITION TO
RECEIVING SEVERANCE BENEFITS UNDER THIS PLAN, EACH COVERED EMPLOYEE WILL BE
REQUIRED TO SIGN A WAIVER AND RELEASE OF ALL CLAIMS ARISING OUT OF HIS OR HER
INVOLUNTARY TERMINATION AND EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES AND AN AGREEMENT NOT TO DISPARAGE THE COMPANY, ITS DIRECTORS, OR ITS
EXECUTIVE OFFICERS, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY. NO
SEVERANCE BENEFITS WILL BE PAID OR PROVIDED UNTIL THE WAIVER AND RELEASE
AGREEMENT BECOMES EFFECTIVE.
4.4
VACATION DAYS.
ANY UNUSED VACATION PAY ACCRUED AS OF A COVERED
EMPLOYEE'S DATE OF INVOLUNTARY TERMINATION WILL BE PAID AT THE TIME THE COVERED
EMPLOYEE RECEIVES HIS OR HER SEVERANCE BENEFIT. NO COVERED EMPLOYEE MAY USE ANY
ACCRUED BUT UNUSED VACATION PAY TO EXTEND HIS OR HER INVOLUNTARY TERMINATION
DATE.
5.
TERMINATION OF BENEFITS.
BENEFITS UNDER THIS PLAN SHALL
TERMINATE IMMEDIATELY FOR A COVERED EMPLOYEE IF SUCH COVERED EMPLOYEE, AT ANY
TIME, VIOLATES ANY PROPRIETARY INFORMATION OR CONFIDENTIALITY OBLIGATION TO THE
COMPANY OR THE TERMS OF ANY APPLICABLE NON-COMPETITION AGREEMENT WITH THE
COMPANY.
6.
NON-DUPLICATION OF BENEFITS.
NOTWITHSTANDING ANY OTHER PROVISION
IN THE PLAN TO THE CONTRARY, THE SEVERANCE BENEFITS PROVIDED HEREUNDER SHALL BE
IN LIEU OF ANY OTHER SEVERANCE AND/OR RETENTION PLAN BENEFITS AND THE SEVERANCE
BENEFITS PROVIDED HEREUNDER SHALL BE REDUCED BY ANY SEVERANCE PAID OR PROVIDED
TO A COVERED EMPLOYEE UNDER ANY OTHER PLAN OR ARRANGEMENT.
7.
WITHHOLDING.
THE COMPANY WILL WITHHOLD FROM ANY SEVERANCE
BENEFIT ALL FEDERAL, STATE, LOCAL AND OTHER TAXES REQUIRED TO BE WITHHELD
THEREFROM AND ANY OTHER REQUIRED PAYROLL DEDUCTIONS.
8.
ADMINISTRATION.
THE COMPANY IS THE ADMINISTRATOR OF THE PLAN
(WITHIN THE MEANING OF SECTION 3(16)(A) OF ERISA). THE PLAN WILL BE ADMINISTERED
AND INTERPRETED BY THE ADMINISTRATOR (IN HIS OR HER SOLE DISCRETION). THE
ADMINISTRATOR IS THE "NAMED FIDUCIARY" OF THE PLAN FOR PURPOSES OF ERISA AND
WILL BE SUBJECT TO THE FIDUCIARY STANDARDS OF ERISA WHEN ACTING IN SUCH
CAPACITY. ANY DECISION MADE OR OTHER ACTION TAKEN BY THE ADMINISTRATOR WITH
RESPECT TO THE PLAN, AND ANY INTERPRETATION BY THE ADMINISTRATOR OF ANY TERM OR
CONDITION OF THE PLAN, OR ANY RELATED DOCUMENT, WILL BE CONCLUSIVE AND BINDING
ON ALL PERSONS AND BE GIVEN THE MAXIMUM POSSIBLE DEFERENCE ALLOWED BY LAW. THE
ADMINISTRATOR HAS THE AUTHORITY TO ACT FOR THE COMPANY (IN A NON-FIDUCIARY
CAPACITY) AS TO ANY MATTER PERTAINING TO THE PLAN; PROVIDED, HOWEVER, THAT THIS
AUTHORITY DOES NOT APPLY WITH RESPECT TO (A) THE COMPANY'S POWER TO AMEND OR
TERMINATE THE PLAN OR (B) ANY ACTION THAT