IS A PARTY OR
OTHERWISE BOUND (OTHER THAN ANY AGREEMENT WITH CORPORATION).
(M)
NON-EXCLUSIVITY OF RIGHTS.
NOTHING IN THIS AGREEMENT SHALL PREVENT
OR LIMIT OFFICER'S CONTINUING OR FUTURE PARTICIPATION IN, OR ENTITLEMENTS UNDER,
ANY BENEFIT, BONUS, INCENTIVE OR OTHER PLAN OR PROGRAM OF CORPORATION OR ANY OF
ITS SUBSIDIARIES OR AFFILIATES AND FOR WHICH OFFICER MAY QUALIFY, NOR SHALL
ANYTHING HEREIN LIMIT OR REDUCE SUCH RIGHTS AS OFFICER MAY HAVE UNDER ANY OTHER
AGREEMENT WITH CORPORATION OR ITS SUBSIDIARIES OR AFFILIATES, PROVIDED THAT IN
NO EVENT SHALL OFFICER BE ENTITLED TO DUPLICATION OF PAYMENTS OR BENEFITS.
22
(N)
CODE SECTION 409A.
TO THE EXTENT THAT THIS AGREEMENT OR ANY PLAN,
PROGRAM OR AWARD OF CORPORATION IN WHICH OFFICER PARTICIPATES OR WHICH HAS BEEN
OR IS GRANTED BY CORPORATION TO OFFICER, AS APPLICABLE, IS SUBJECT TO
SECTION 409A OF THE CODE, CORPORATION AND OFFICER AGREE TO COOPERATE AND WORK
TOGETHER IN GOOD FAITH TO TIMELY AMEND EACH SUCH PLAN, PROGRAM OR AWARD TO
COMPLY WITH SECTION 409A OF THE CODE.
IN THE EVENT THAT OFFICER AND CORPORATION
DO NOT AGREE AS TO THE NECESSITY, TIMING OR NATURE OF A PARTICULAR AMENDMENT
INTENDED TO SATISFY SECTION 409A OF THE CODE, REASONABLE DEFERENCE WILL BE GIVEN
TO OFFICER'S REASONABLE INTERPRETATION OF SUCH PROVISIONS.
IN THE EVENT THAT
OFFICER IS SUBJECT TO ANY PAYMENT OR BENEFIT AT A TIME WHEN HE IS A "SPECIFIED
EMPLOYEE" (WITHIN THE MEANING OF SECTION 409A), CORPORATION SHALL DELAY THE
MAKING OF SUCH PAYMENT OR BENEFIT TO A DATE WHICH IS SIX MONTHS AFTER THE DATE
OF OFFICER'S "SEPARATION FROM SERVICE" (WITHIN THE MEANING OF SECTION 409A) (OR,
IF EARLIER, THE DATE OF OFFICER'S DEATH) TO THE EXTENT REASONABLY NECESSARY TO
SATISFY SECTION 409A OF THE CODE.
IN ADDITION, REFERENCES TO PAYMENTS TO BE
PAID "PROMPTLY FOLLOWING THE DATE OF TERMINATION" SHALL MEAN NO LATER THAN TWO
AND ONE-HALF MONTHS AFTER THE DATE OF TERMINATION.
(O)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
(P)
WITHHOLDINGS.
ALL COMPENSATION AND BENEFITS TO OFFICER HEREUNDER
SHALL BE REDUCED BY ALL FEDERAL, STATE, LOCAL AND OTHER WITHHOLDINGS AND SIMILAR
TAXES AND WITHHOLDINGS REQUIRED BY APPLICABLE LAW.
(Q)
UNDERTAKINGS.
CORPORATION AGREES THAT WITH RESPECT TO ANY
UNDERTAKING REQUIRED BY OFFICER IN CONNECTION WITH ANY ADVANCEMENT OF EXPENSES
OR OTHER AMOUNTS, WHETHER PURSUANT TO THE BYLAWS OF CORPORATION, THE
INDEMNIFICATION AGREEMENT (OR ANY SUCCESSOR AGREEMENT), APPLICABLE LAW OR
OTHERWISE, AND WHETHER OR NOT OFFICER IS EMPLOYED BY CORPORATION ON SUCH DATE,
SUCH UNDERTAKING SHALL CONDITION REPAYMENT UPON ITS BEING ULTIMATELY DETERMINED
BY A COURT HAVING JURISDICTION IN THE MATTER IN A FINAL ADJUDICATION FROM WHICH
THERE IS NO FURTHER RIGHT OF APPEAL THAT OFFICER IS NOT ENTITLED TO BE
INDEMNIFIED AGAINST SUCH EXPENSES OR OTHER AMOUNTS BY CORPORATION.
TO THE
EXTENT ANY SUCH UNDERTAKING DOES NOT CONDITION REPAYMENT IN THIS MANNER, SUCH
UNDERTAKING SHALL BE INTERPRETED CONSISTENT WITH THIS PARAGRAPH.
(R)
INCONSISTENCIES.
IN THE EVENT OF ANY INCONSISTENCY