COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY ADDITIONAL TAX,
INTEREST OR PENALTIES THAT MAY BE IMPOSED ON A PARTICIPANT BY SECTION 409A OF
THE CODE OR ANY DAMAGES FOR FAILING TO COMPLY WITH SECTION 409A OF THE CODE
OTHER THAN FOR WITHHOLDING OBLIGATIONS OR OTHER OBLIGATIONS APPLICABLE TO
EMPLOYERS, IF ANY, UNDER SECTION 409A OF THE CODE.
8.12
SIX-MONTH DELAY. IN THE EVENT THAT, AT THE TIME OF A
PARTICIPANT'S SEPARATION FROM SERVICE, THE PARTICIPANT IS A SPECIFIED EMPLOYEE,
THEN ANY RETENTION PAYMENT(S)
10
OR SEVERANCE PAYMENT(S) PAYABLE TO SUCH PARTICIPANT IN A LUMP SUM UPON
SEPARATION FROM SERVICE (OTHER THAN SEPARATION FROM SERVICE DUE TO DISABILITY)
SHALL NOT BE PAID UNTIL THE DATE THAT IS SIX (6) MONTHS AFTER THE PARTICIPANT'S
SEPARATION FROM SERVICE (THE "DELAY PERIOD") AND, TO THE EXTENT SUCH AMOUNTS
WOULD HAVE OTHERWISE BEEN PAYABLE DURING THE DELAY PERIOD, PAID TO THE
PARTICIPANT IN A LUMP SUM AS SOON AS ADMINISTRATIVELY FEASIBLE FOLLOWING THE
EXPIRATION OF THE DELAY PERIOD. IN THE EVENT THAT THE SEVERANCE PAYABLE UNDER
ARTICLE III OF THIS PLAN TO A PARTICIPANT DESCRIBED IN THE IMMEDIATELY PRECEDING
SENTENCE IS REQUIRED TO BE PAID IN EQUAL INSTALLMENTS IN ACCORDANCE WITH THE
COMPANY'S REGULAR PAYROLL PRACTICES (BUT OFF EMPLOYEE PAYROLL), THE FIRST SUCH
INSTALLMENT SHALL NOT BE PAID TO THE PARTICIPANT UNTIL AFTER THE DELAY PERIOD
HAS ENDED AND SUCH PAYMENT SHALL BE IN AN AMOUNT EQUAL TO THE SUM, LESS
APPLICABLE TAXES, OF:
(A) ALL OF THE INSTALLMENT PAYMENTS THAT WERE NOT
PERMITTED TO BE PAID TO THE PARTICIPANT DURING THE DELAY PERIOD AND (B) THE
INSTALLMENT PAYMENT DUE WITH RESPECT TO THE PERIOD BEGINNING ON THE DAY AFTER
THE DELAY PERIOD HAS ENDED.
8.13
INDIVIDUAL SEVERANCE AGREEMENT. IF THE PARTICIPANT
HAS AN APPROVED, EXECUTED, AGREEMENT WITH AN EMPLOYER THAT PROVIDES FOR SPECIFIC
SEVERANCE IN CONNECTION WITH A TERMINATION OF EMPLOYMENT AND SUCH AGREEMENT HAS
NOT EXPIRED OR BEEN REPLACED PRIOR TO THE TERMINATION OF THE PARTICIPANT'S
EMPLOYMENT (AN "INDIVIDUAL SEVERANCE AGREEMENT"), ANY SEVERANCE PAYMENT PAYABLE
TO SUCH PARTICIPANT UNDER THIS PLAN SHALL SUPERSEDE ANY AND ALL SEVERANCE
PAYMENTS AND BENEFITS TO WHICH THE PARTICIPANT WOULD OTHERWISE BE ENTITLED TO
RECEIVE UNDER THE INDIVIDUAL SEVERANCE AGREEMENT. A PARTICIPANT SHALL BE
REQUIRED TO CONSENT TO THE FOREGOING WAIVER OF SEVERANCE PAYMENTS AND BENEFITS
UNDER AN INDIVIDUAL SEVERANCE AGREEMENT IN ORDER TO BE ELIGIBLE TO PARTICIPATE
AND RECEIVE SEVERANCE BENEFITS UNDER THE PLAN.
8.14
CODE SECTION 280G. SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN APPENDIX B TO THE PLAN, A PARTICIPANT WILL BE ELIGIBLE
TO RECEIVE A GROSS-UP PAYMENT FROM THE EMPLOYER IN THE EVENT THAT ANY PAYMENTS
OR BENEFITS (WITHIN THE MEANING OF SECTION 280G(B)(2) OF THE CODE) TO THE
PARTICIPANT OR FOR THE PARTICIPANT'S BENEFIT THAT ARE PAID OR PAYABLE OR
DISTRIBUTED OR DISTRIBUTABLE UNDER THIS PLAN OR OTHERWISE IN CONNECTION WITH A
CHANGE IN CONTROL WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999 OF
THE CODE. THE TERMS AND CONDITIONS UPON WHICH A GROSS-UP