maximum extent possible to comply with Section 409A. For purposes of any payments or
benefits under the Plan subject to Section 409A:
(a)The Participant shall not be considered to have terminated employment with the
Company or a Subsidiary unless such termination constitutes a “separation from
service” within the meaning of Section 409A.
(b)Each separate payment to be made or benefit to be provided under the Plan shall be
construed as a separate identified payment for purposes of Section 409A.
(c)Any payments subject to execution of an effective release shall commence within 60
days following the Participant’s separation from service; provided, however, if this 60-
day period begins in one calendar year and ends in a later calendar year, the payment
will be made in the second calendar year on a date determined by the Company.
(d)If the Participant is a “specified employee” within the meaning of Section 409A at the
time of the Participant’s separation from service, to the extent required under Section
409A to avoid accelerated taxation and tax penalties, any amounts payable during the
six-month period immediately following the Participant’s separation from service shall
instead be paid on the first business day after the date that is six months following the
Participant’s separation from service (or, if earlier, the Participant’s date of death).
The Company makes no representation that payments described in the Plan will be exempt
from or comply with Section 409A.
10.Section 280G
In the event that any Severance Benefits or other compensation contingent upon a Change in
Control to be received by a Participant (“Payments”) would (i) constitute a “parachute
payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the
“Code”) and (ii) but for this Section 10, be subject to the excise tax imposed by Section 4999
of the Code (or any successor provisions, or any comparable federal, state, local or foreign
excise tax) (“Excise Tax”), then, subject to the provisions of this Section 10, such Payments
shall be either be (A) provided in full pursuant to the terms of this Plan or any other applicable
agreement, or (B) reduced to the minimum extent which would result in no portion of such
Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into
account the applicable federal, state, local or foreign income, employment and other taxes and
the Excise Tax (including, without limitation, any interest or penalties on such taxes), results
in the receipt by the Participant, on an after-tax basis, of the greatest amount of payments and
benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such
Payments may be subject to the Excise Tax. Any determination required under this Section
10 shall be made by a nationally recognized accounting firm selected and retained by the
Company (“Independent Tax Firm”), whose determination shall be conclusive and binding
upon the Participant and the Company for all purposes. The Company shall bear all costs that
Independent Tax Firm may reasonably incur in connection with any calculations
contemplated by this Section 10. For purposes of making the calculations required under this