HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR THE CONVENIENCE OF THE PARTIES ONLY
AND ARE NOT INTENDED TO BE A PART HEREOF OR TO AFFECT THE MEANING OR
INTERPRETATION HEREOF.
(J)
ASSIGNMENT.
NEITHER PARTY MAY ASSIGN
THIS AGREEMENT WITHOUT THE CONSENT OF THE OTHER PARTY EXCEPT AS PROVIDED HEREIN
EXCEPT THAT THE COMPANY MAY ASSIGN THIS AGREEMENT IF IT COMPLIES WITH
SECTION 12.
(K)
SECTION 409A OF THE CODE.
(I)
WITH RESPECT TO ANY PAYMENTS OR BENEFITS
OF DEFERRED COMPENSATION SUBJECT TO SECTION 409A OF THE CODE, REFERENCE TO THE
EXECUTIVE'S "TERMINATION OF EMPLOYMENT" (AND COROLLARY TERMS) WITH THE COMPANY
SHALL BE CONSTRUED TO REFER TO THE EXECUTIVE'S "SEPARATION FROM SERVICE" (AS
DETERMINED UNDER TREASURY REGULATION SECTION 1.409A-1(H), AS UNIFORMLY APPLIED
BY THE COMPANY) WITH THE COMPANY.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
IN THIS AGREEMENT, IF THE EXECUTIVE IS DEEMED ON THE DATE OF HIS "SEPARATION
FROM SERVICE" (WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.409A-1(H)) TO
BE A "SPECIFIED EMPLOYEE" (WITHIN THE MEANING OF TREAS. REG.
SECTION 1.409A-1(I), THEN WITH REGARD TO ANY PAYMENT THAT IS REQUIRED TO BE
DELAYED PURSUANT TO SECTION 409A(A)(2)(B) OF THE CODE, SUCH PAYMENT SHALL BE
MADE ON THE FIRST TO OCCUR OF (I) THE EXPIRATION OF THE SIX (6) MONTH PERIOD
MEASURED FROM THE DATE OF HIS "SEPARATION FROM SERVICE" AND (II) THE DATE OF HIS
DEATH (THE "DELAY PERIOD").
UPON THE EXPIRATION OF THE DELAY PERIOD, ALL
PAYMENTS AND BENEFITS DELAYED PURSUANT TO THIS SECTION 16(K) (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 THE EXECUTIVE IN A LUMP SUM WITH
INTEREST AT THE PRIME RATE AS PUBLISHED IN THE
WALL STREET JOURNAL ON THE FIRST BUSINESS DAY OF THE DELAY PERIOD, 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.
(II)
TO THE EXTENT THAT ANY REIMBURSEMENT,
FRINGE BENEFIT OR OTHER, SIMILAR PLAN OR ARRANGEMENT IN WHICH THE EXECUTIVE
PARTICIPATES DURING THE TERM OF THE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
OR THEREAFTER PROVIDES FOR A "DEFERRAL OF COMPENSATION" WITHIN THE MEANING OF
SECTION 409A OF THE CODE, (I) THE RIGHT TO REIMBURSEMENT OR IN-KIND BENEFITS
SHALL NOT BE SUBJECT TO LIQUIDATION OR EXCHANGE FOR ANOTHER BENEFIT, (II) THE
AMOUNT ELIGIBLE FOR REIMBURSEMENT OR PAYMENT UNDER SUCH PLAN OR ARRANGEMENT IN
ONE CALENDAR YEAR MAY NOT AFFECT THE AMOUNT ELIGIBLE FOR REIMBURSEMENT OR
PAYMENT IN ANY OTHER CALENDAR YEAR (EXCEPT THAT A PLAN PROVIDING MEDICAL OR
HEALTH BENEFITS MAY IMPOSE A GENERALLY APPLICABLE LIMIT ON THE AMOUNT THAT MAY
BE REIMBURSED OR PAID), AND (III) SUBJECT TO ANY SHORTER TIME PERIODS PROVIDED
IN ANY EXPENSE REIMBURSEMENT POLICY OF THE COMPANY, ANY REIMBURSEMENT OR PAYMENT
OF AN EXPENSE UNDER SUCH PLAN OR ARRANGEMENT MUST BE MADE ON OR BEFORE THE LAST
DAY OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE EXPENSE WAS
INCURRED.