to withholding of applicable taxes), if you execute and do not revoke a waiver and release ofclaims that is acceptable to the Company. The waiver and release of claims must become effectivewithin sixty (60) days of your termination or such earlier date specified by the release (suchdeadline, the “Release Deadline”). If the release does not become effective by the ReleaseDeadline, you will forfeit any rights to severance under this paragraph, and in no event willseverance payments under this paragraph be paid or provided until the release actually becomeseffective. In the event the Release Deadline is in the calendar year following the calendar yearin which your termination occurs, then any severance payments or benefits under this paragraph thatwould be considered Payments (as defined below) will be paid on the first payroll date to occurduring the calendar year following the calendar year in which such termination occurs, or, iflater, (i) the Release Deadline, (ii) such time as required by the payment schedule applicable toeach payment as set forth in the first sentence of this paragraph, or (iii) such time as requiredby the section below entitled “Section 409A.” Any Payments delayed as a result of the priorsentence will be paid on the first date permitted under such sentence. **”**     2. The following paragraphs are added after the eleventh (11th) paragraph of theOffer Letter, which shall read in their entirety as follows:     **"**Section 409A. (a) Notwithstanding anything to the contrary in this letter, noPayments (as defined below) will become payable under this letter until you have a “separation fromservice” within the meaning of Section 409A. It is the Company’s expectation and intent thatseverance payments under this letter will fall within the Section 409A exceptions described inclauses (c) and/or (d) below and therefore will not constitute Payments. However, if you are a“specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section409A”) at the time of your termination (other than due to death) or resignation, then the severancepayable to you, if any, pursuant to this letter, when considered together with any other severancepayments or separation benefits that are considered deferred compensation under Section 409A(together, the “Payments”) that are payable within the first six (6) months following yourtermination of employment, shall be delayed until the earlier of: (i) the date that is six (6)months and one (1) day after the date of the termination, or (ii) the date of your death (suchdate, the “Delayed Initial Payment Date”), and the Company (or the successor entity thereto, asapplicable) shall (A) pay to you a lump sum amount equal to the sum of the Payments that you wouldotherwise have received on or before the Delayed Initial Payment Date, without any adjustment onaccount of such delay, if the Payments had not been delayed pursuant to this paragraph, and (B) paythe balance of the Payments in accordance with any applicable payment schedules set forth herein.Notwithstanding anything herein to the contrary, if you die following your termination but prior tothe Delayed Initial Payment Date, then any Payments delayed in accordance with this paragraph willbe payable in a lump sum as soon as administratively practicable after the date of Employee’s death(and in all cases, within ninety (90) days of your death) and all other Payments will be payable inaccordance with the payment schedule applicable to each payment or benefit.     (b) Each payment and benefit payable under this letter is intended to constitute a separatepayment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.     (c) Any amounts paid under this letter that satisfy the requirements of the “short-termdeferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitutePayments for purposes of clause (a) above.
 

 
     (d) Any severance amount paid under the letter that qualifies as a payment made as a result ofan involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the TreasuryRegulations that does not exceed the Section 409A Limit shall not constitute Payments for purposesof clause (a) above. For purposes of this letter, “Section 409A Limit” shall mean the lesser oftwo (2) times (A) your annualized compensation based upon the annual rate of pay paid to you duringthe Company’s taxable year preceding the Company’s taxable year of your termination of employmentas determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Serviceguidance issued with respect thereto; or (B) the maximum amount that may be taken into accountunder a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the youremployment is terminated.     (e) The foregoing provisions are intended to comply with the requirements of Section 409A sothat none of the severance payments and benefits to be provided hereunder will be subject to theadditional tax imposed under Section 409A, and any ambiguities herein will be interpreted to socomply. You and the Company agree to work together in good faith to consider amendments to thisletter and to take such reasonable actions which are necessary, appropriate or desirable to avoidimposition of any additional tax or income recognition prior to actual payment to you under Section409A.**”**     This letter acts as an amendment to your Offer Letter. To the extent not amended hereby, yourOffer Letter remains in full force and effect. This letter and your Offer Letter represent theentire agreement between you and the Company with respect to the subject matter contained therein,and supersedes all prior or contemporaneous agreements whether written or oral. This letter andyour Offer Letter may only be amended or modified in a writing signed by an appropriate officer ofthe Company and by you. I have attached two copies of this letter. Please sign and date one copyand return it to Kimberly Burk, Vice President of Human Resources as soon as possible. Please keepthe other copy for your records.      Sincerely,