WHATSOEVER SHALL THE
COMPANY BE LIABLE FOR ANY ADDITIONAL TAX, INTEREST OR PENALTY THAT MAY BE
IMPOSED ON EXECUTIVE BY CODE SECTION 409A OR DAMAGES FOR FAILING TO COMPLY WITH
CODE SECTION 409A.
(B)
A TERMINATION OF EMPLOYMENT SHALL NOT BE DEEMED TO HAVE OCCURRED FOR
PURPOSES OF ANY PROVISION OF THIS AGREEMENT PROVIDING FOR THE PAYMENT OF ANY
AMOUNTS OR BENEFITS UPON OR FOLLOWING A TERMINATION OF EMPLOYMENT UNLESS SUCH
TERMINATION IS ALSO A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF CODE
SECTION 409A AND, FOR PURPOSES OF ANY SUCH PROVISION OF THIS AGREEMENT,
REFERENCES TO A "TERMINATION," "TERMINATION OF EMPLOYMENT" OR LIKE TERMS SHALL
MEAN "SEPARATION FROM SERVICE."
(C)
NOTWITHSTANDING ANY OTHER PAYMENT SCHEDULE PROVIDED HEREIN TO THE
CONTRARY, IF EXECUTIVE IS DEEMED ON THE DATE OF TERMINATION TO BE A "SPECIFIED
EMPLOYEE" WITHIN THE MEANING OF THAT TERM UNDER CODE SECTION 409A(A)(2)(B), THEN
EACH OF THE FOLLOWING SHALL APPLY:
(I)
WITH REGARD TO ANY PAYMENT THAT IS CONSIDERED DEFERRED
COMPENSATION UNDER CODE SECTION 409A PAYABLE ON ACCOUNT OF A "SEPARATION FROM
SERVICE," SUCH PAYMENT SHALL BE MADE ON THE DATE WHICH IS THE EARLIER OF (A) THE
EXPIRATION OF THE SIX (6)-MONTH PERIOD MEASURED FROM THE DATE OF SUCH
"SEPARATION FROM SERVICE" OF EXECUTIVE, AND (B) THE DATE OF EXECUTIVE'S DEATH
(THE "DELAY PERIOD") TO THE EXTENT REQUIRED UNDER CODE SECTION 409A.
UPON THE
EXPIRATION OF THE DELAY PERIOD, ALL PAYMENTS DELAYED PURSUANT TO THIS
SECTION (WHETHER THEY WOULD HAVE OTHERWISE BEEN PAYABLE IN A SINGLE SUM OR IN
INSTALLMENTS IN THE ABSENCE OF SUCH DELAY) SHALL BE PAID TO EXECUTIVE IN A LUMP
SUM, AND ALL REMAINING PAYMENTS DUE UNDER THIS AGREEMENT SHALL BE PAID OR
PROVIDED IN ACCORDANCE WITH THE NORMAL PAYMENT DATES SPECIFIED FOR THEM HEREIN;
AND
(II)
TO THE EXTENT THAT ANY BENEFIT TO BE PROVIDED DURING THE DELAY
PERIOD ARE CONSIDERED DEFERRED COMPENSATION UNDER CODE SECTION 409A PROVIDED ON
ACCOUNT OF A "SEPARATION FROM SERVICE," AND SUCH BENEFITS ARE NOT OTHERWISE
EXEMPT FROM CODE SECTION 409A, EXECUTIVE SHALL PAY THE COST OF SUCH BENEFITS
DURING THE DELAY PERIOD, AND THE COMPANY SHALL REIMBURSE EXECUTIVE, TO
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THE EXTENT THAT SUCH COSTS WOULD OTHERWISE HAVE BEEN PAID BY THE COMPANY OR TO
THE EXTENT THAT SUCH BENEFITS WOULD OTHERWISE HAVE BEEN PROVIDED BY THE COMPANY
AT NO COST TO EXECUTIVE, THE COMPANY'S SHARE OF THE COST OF SUCH BENEFITS UPON
EXPIRATION OF THE DELAY PERIOD, AND ANY REMAINING BENEFITS SHALL BE REIMBURSED
OR PROVIDED BY THE COMPANY IN ACCORDANCE WITH THE PROCEDURES SPECIFIED HEREIN.
(D)
ALL EXPENSES OR OTHER REIMBURSEMENTS UNDER THIS AGREEMENT SHALL BE
MADE ON OR PRIOR TO THE LAST DAY OF THE TAXABLE YEAR FOLLOWING THE TAXABLE YEAR
IN WHICH SUCH EXPENSES WERE INCURRED BY EXECUTIVE (PROVIDED THAT IF ANY SUCH
REIMBURSEMENTS CONSTITUTE TAXABLE INCOME TO EXECUTIVE, SUCH REIMBURSEMENTS SHALL
BE PAID NO LATER THAN MARCH 15TH OF THE CALENDAR YEAR FOLLOWING THE CALENDAR
YEAR IN WHICH THE EXPENSES TO BE REIMBURSED WERE INCURRED), AND NO SUCH
REIMBURSEMENT OR