3. New Section 10.6 of the Agreement. A new Section 10.6 is hereby added tothe Agreement as follows:          “10.6 Section 409A of the Code.               (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department ofTreasury regulations and other interpretive guidance issued thereunder.               (b) Notwithstanding anything herein to the contrary, to the extent any of the amounts payableunder Section 1.4 are treated as non-qualified deferred compensation subject to Section 409A of theCode, then (i) no portion of such amounts shall be payable to you unless your termination ofemployment constitutes a “separation from service,” as defined in Treasury Regulation Section409A-1(h) (and any successor provision thereto) (a “Separation from Service”), and (ii) ifat the time of your Separation from Service you are determined by the Company to be a “specifiedemployee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines thatdelayed commencement of any portion of the amounts payable under Section 1.4 is required in orderto avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion ofthe amounts payable under Section 1.4 shall not be provided to you prior to the earlier of (A) theexpiration of the six-month period measured from the date of your Separation from Service, (B) thedate of your death or (C) such earlier date as is permitted under Section 409A of the Code. Uponthe expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all paymentsdeferred shall be paid in a lump sum to you within thirty (30) days following such expiration, andany remaining payments due under this Agreement shall be paid as otherwise provided herein. Thedetermination of whether you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) ofthe Code as of the time of your Separation from Service shall be made by the Company in accordancewith the terms of Section 409A of the Code and applicable guidance thereunder (including withoutlimitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).”     4. Miscellaneous. The Agreement, as amended by this Amendment, shall remain in fullforce and effect in accordance with the terms and conditions thereof. The formation, construction,and performance of this Amendment shall be construed in accordance with the laws of California,without regard to conflict of laws principles. This Amendment may be executed simultaneously inany number of counterparts, each of which shall be deemed an original but all of which togethershall constitute one and the same instrument. In the event of any conflict between the originalterms of the Agreement and this Amendment, the terms of this Amendment shall prevail.
2

 
THE PARTIES TO THIS AMENDMENT HAVE READ THE FOREGOING AMENDMENT AND FULLY UNDERSTAND EACH AND EVERYPROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AMENDMENT ON THE DATES SHOWNBELOW.                 **EXECUTIVE**             Dated:   12/31/08    By:  /s/ Stewart Halpern  StewartHalpern                   **MAD CATZ, INC.**             Dated:  December 31, 2008    By: