period not less than 30 days following such notice (the “Cure Period”), to remedythe Good Reason condition; (iv) notwithstanding such efforts, the Good Reasoncondition continues to exist; and (v) Employee terminates his employment within 60days after the end of the Cure Period. If the Company cures the Good Reasoncondition during the Cure Period, Good Reason shall be deemed not to haveoccurred.     3. Section 6(e)(i) of the Employment Agreement is hereby deleted and replaced in its entiretyby the following:          (i) continuation of salary at a rate equal to fifty percent (50%) ofEmployee’s Base Salary as in effect on the date of termination for a period of two(2) years from the date of termination (payment shall be subject to withholdingunder applicable law and shall be made in periodic installments in accordance withthe Company’s usual practice for executive officers of the Company as in effectfrom time to time), beginning on the first regular payroll date following theeffective date of the “Release” (as defined below); and     4. The last paragraph of Section 6(e) of the Employment Agreement is hereby deleted andreplaced in its entirety by the following:The Company shall have the right to terminate all of Termination Benefits setforth in (i) and (ii) in the event that Employee fails to comply with Employee’sContinuing Obligations under this Agreement. The Company’s liability for BaseSalary continuation pursuant to Section 6(e)(i) shall be reduced by the amount ofany severance pay due or otherwise paid to Employee pursuant to any severance payplan or stay bonus plan of the Company. Notwithstanding the foregoing, nothing inthis Section 6(e) shall be construed to affect Employee’s right to receive COBRAcontinuation entirely at Employee’s own cost to the extent that Employee maycontinue to be entitled to COBRA continuation after Employee’s right to costsharing under Section 6(e)(ii) ceases. The Company and Employee agree that theTermination Benefits paid by the Company to Employee under this Section 6(e) shallbe in full satisfaction, compromise and release of any claims arising out of anytermination of Employee’s employment pursuant to Section 6(d), and that thepayment of the Termination Benefits shall be contingent upon Employee’s deliveryof a general release of any and all claims (other than those claims arising underthis Agreement) upon termination of employment in a form reasonably satisfactoryto the Company (the “Release”), it being understood that no Termination Benefitsshall be provided unless and until Employee executes and delivers the Release nolater than 45 days following the date Employee’s employment terminates and doesnot revoke the Release during the seven-day revocation period.
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     5. The Agreement is hereby amended by inserting the following section as a new Section 14 atthe end thereof:          14. Section 409A. Notwithstanding anything in this Agreement to thecontrary, if at the time of Employee’s separation from service (a “Separation fromService”) within the meaning of Section 409A of the Internal Revenue Code of 1986,as amended (the “Code”), the Company determines that Employee is a “specifiedemployee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if anypayment or benefit that Employee becomes entitled to under this Agreement would beconsidered deferred compensation subject to the 20 percent additional tax imposedpursuant to Section 409A(a) of the Code as a result of the application of Section409A(a)(2)(B)(i) of the Code, then no such payment shall be payable or benefitshall be provided prior to the date that is the earlier of (A) six months and oneday after Employee’s Separation from Service, or (B) Employee’s death, and theinitial payment thereof following such period shall include a lump sum “catch-up”payment equal to those payments that would otherwise have been paid during thesix-month period, but for the application of this provision, plus interest at anannual rate equal to the applicable federal short term rate published by theInternal Revenue Service for the month in which the Separation from Serviceoccurs, from such date of Separation from Service until payment. Any subsequentinstallment payments shall be made in accordance with Section 6 above. Theparties intend that this Agreement will be administered in accordance with Section409A of the Code. The parties agree that this Agreement may be amended, asreasonably requested by either party, and as may be necessary to fully comply withSection 409A of the Code and all related rules and regulations in order topreserve the payments and benefits provided hereunder without additional cost toeither party. The Company makes no representation or warranty and shall have noliability to Employee or any other person if any provisions of this Agreement aredetermined to constitute deferred compensation subject to Section 409A but do notsatisfy an exemption from, or the conditions of, such section.     6. Except as set forth in this Amendment, all terms and provisions of the Employment Agreementshall remain in full force and effect in accordance with the terms thereof.     7. This Amendment shall be construed and enforced in accordance with the laws of the State ofIllinois.     8. This Amendment may be executed in any number of counterparts, each of which shall be deemedan original, but all of which shall constitute one and the same instrument.[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment under seal as of the date firstset forth above.      COMPANY: