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EXHIBIT 10.10
 
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    1.17
    
    Specified Employee means an employee who at the time of Separation from Service is a key
employee of the Company, if any stock of the Company is publicly traded on an established
securities market or otherwise. For purposes of this Agreement, an employee is a key employee
if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii)
(applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at
any time during the 12-month period ending on December 31 (the identification period). If
the employee is a key employee during an identification period, the employee is treated as a
key employee for purposes of this Agreement during the twelve (12) month period that begins on
the first day of April following the close of the identification period.Section 10.3 of the Agreement shall be deleted in its entirety and replaced by the following:10.3
    
    Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section
10.2, if this Agreement terminates in the following circumstances:
 (a)
    
    Within thirty (30) days before or twelve (12) months after a change in the
ownership or effective control of the Company, or in the ownership of a substantial
portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the
Code, provided that all distributions are made no later than twelve (12) months
following such termination of the Agreement and further provided that all the
Companys arrangements which are substantially similar to the Agreement are terminated
so the Director and all participants in the similar arrangements are required to
receive all amounts of compensation deferred under the terminated arrangements within
twelve (12) months of such terminations;(b)
    
    Upon the Companys dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Agreement are included in the Directors
gross income in the latest of (i) the calendar year in which the Agreement terminates;
(ii) the calendar year in which the amount is no longer subject to a substantial risk
of forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical; or
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(c)
    
    Upon the Companys termination of this and all other arrangements that would
be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c)
if the Director participated in such arrangements (Similar Arrangements), provided
that (i) the termination and liquidation does not occur proximate to a downturn in the
financial health of the Company, (ii) all termination distributions are made no
earlier than twelve (12) months and no later than twenty-four (24) months following
such termination, and (iii) the Company does not adopt any new arrangement that would
be a Similar Arrangement for a minimum of three (3) years following the date the
Company takes all necessary action to irrevocably terminate and liquidate the
Agreement;
 the Company may distribute the Deferral Account balance, determined as of the date of the
termination of the Agreement, to the Director in a lump sum subject to the above terms.
   
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