COMPANY FROM TIME TO TIME (OR IF NONE, THE DEFAULT METHODOLOGY),
THEN WITH REGARD TO ANY PAYMENT OR THE PROVIDING OF ANY BENEFIT MADE SUBJECT TO
THIS SECTION 16, AND ANY OTHER PAYMENT OR THE PROVISION OF ANY OTHER BENEFIT
THAT IS REQUIRED TO BE DELAYED IN COMPLIANCE WITH SECTION 409A(A)(2)(B) OF THE
CODE, SUCH PAYMENT OR BENEFIT SHALL NOT BE MADE OR PROVIDED PRIOR TO THE EARLIER
OF (I) THE
15
EXPIRATION OF THE SIX-MONTH PERIOD MEASURED FROM THE DATE OF EXECUTIVE'S
SEPARATION FROM SERVICE OR (II) THE DATE OF EXECUTIVE'S DEATH. ON THE FIRST DAY
OF THE SEVENTH MONTH FOLLOWING THE DATE OF EXECUTIVE'S SEPARATION FROM SERVICE
OR, IF EARLIER, ON THE DATE OF HER DEATH, ALL PAYMENTS DELAYED PURSUANT TO THIS
SECTION 16(B) (WHETHER THEY WOULD HAVE OTHERWISE BEEN PAYABLE IN A SINGLE SUM OR
IN INSTALLMENTS IN THE ABSENCE OF SUCH DELAY) SHALL BE PAID OR REIMBURSED TO
EXECUTIVE IN A LUMP SUM, AND ANY REMAINING PAYMENTS AND BENEFITS DUE UNDER THIS
AGREEMENT SHALL BE PAID OR PROVIDED IN ACCORDANCE WITH THE NORMAL PAYMENT DATES
SPECIFIED FOR THEM HEREIN. IN ADDITION TO THE FOREGOING, TO THE EXTENT REQUIRED
BY SECTION 409A(A)(2)(B) OF THE CODE, THE PAYMENT OF ANY COMPENSATION (OTHER
THAN AMOUNTS ACCRUED AS OF THE DATE OF SFS DISABILITY (AS DEFINED BELOW) THAT
ARE PAID AT SUCH TIME AS THEY OTHERWISE WOULD HAVE BEEN PAID) TO EXECUTIVE UNDER
THIS AGREEMENT SHALL BE SUSPENDED FOR A PERIOD OF SIX MONTHS COMMENCING AT SUCH
TIME THAT EXECUTIVE SHALL BE DEEMED TO HAVE HAD, PRIOR TO THE OCCURRENCE OF A
DISABILITY TERMINATION AS PROVIDED IN SECTION 4(A)(I) HEREOF, A SEPARATION FROM
SERVICE BECAUSE EITHER (A) A SICK LEAVE CEASES TO BE A BONA FIDE SICK LEAVE OF
ABSENCE, OR (B) THE PERMITTED TIME PERIOD FOR A SICK LEAVE OF ABSENCE EXPIRES
(AN "SFS DISABILITY"), WITHOUT REGARD TO WHETHER SUCH SFS DISABILITY ACTUALLY
RESULTS IN A DISABILITY TERMINATION. PROMPTLY FOLLOWING THE EXPIRATION OF SUCH
SIX-MONTH PERIOD, ALL COMPENSATION SUSPENDED PURSUANT TO THE FOREGOING SENTENCE
(WHETHER IT WOULD HAVE OTHERWISE BEEN PAYABLE IN A SINGLE SUM OR IN INSTALLMENTS
IN THE ABSENCE OF SUCH SUSPENSION) SHALL BE PAID OR REIMBURSED TO EXECUTIVE IN A
LUMP SUM.
(C)
IF ANY ACTION ON THE PART OF THE BOARD RELATING TO ANY AWARD OF
COMPENSATION, INCLUDING EQUITY COMPENSATION OR BENEFITS, CAUSES EXECUTIVE TO
INCUR ANY ADDITIONAL TAX OR INTEREST UNDER SECTION 409A, THE COMPANY SHALL
INDEMNIFY AND HOLD HARMLESS, ON AN AFTER-TAX BASIS, EXECUTIVE FROM AND AGAINST
ANY ACCELERATED OR ADDITIONAL TAX (INCLUDING INTEREST AND PENALTIES WITH RESPECT
THERETO) THAT MAY BE IMPOSED ON EXECUTIVE BY REASON THEREOF; PROVIDED THAT
EXECUTIVE SHALL NOT COMPROMISE OR SETTLE ANY CLAIM RELATING TO SECTION 409A
WITHOUT THE COMPANY'S WRITTEN CONSENT. ANY PAYMENT OR REIMBURSEMENT FOR TAXES
MADE PURSUANT THIS SECTION 16(C) SHALL BE PAID TO EXECUTIVE NO LATER THAN THE
END OF THE CALENDAR YEAR NEXT FOLLOWING THE CALENDAR YEAR IN WHICH THE
APPLICABLE TAX IS PAID BY EXECUTIVE.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY