Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning ofTreasury Regulation § 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. Forpurposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the laterof the fifteenth day of the third month following the end of the Employee’s tax year in which theseparation from service occurs and the fifteenth day of the third month following the end of theCompany’s tax year in which the separation from service occurs; and           ii. Each installment of the severance payments and benefits due under this Agreement that isnot described in paragraph c(i) above and that would, absent this subsection, be paid within thesix-month period following the Employee’s “separation from service” from the Company shall not bepaid until the date that is six months and one day after such separation from service (or, ifearlier, the Employee’s death), with any such installments that are required to be delayed beingaccumulated during the six-month period and paid in a lump sum on the date that is six months andone day following the Employee’s separation from service and any subsequent installments, if any,being paid in accordance with the dates and terms set forth herein; provided,however, that the preceding provisions of this sentence shall not apply to any installmentof severance payments and benefits if and to the maximum extent that that such installment isdeemed to be paid under a separation pay plan that does not provide for a deferral of compensationby reason of the application of Treasury Regulation § 1.409A-1(b)(9)(iii) (relating to separationpay upon an involuntary separation from service). Any installments that qualify for the exceptionunder Treasury Regulation § 1.409A-1(b)(9)(iii) must be paid no later than the last day of theEmployee’s second taxable year following the taxable year in which the separation from serviceoccurs.     d. The determination of whether and when the Employee’s separation from service from theCompany has occurred shall be made and in a manner consistent with, and based on the presumptionsset forth in, Treasury Regulation § 1.409A-1(h). Solely for purposes of this paragraph d,“Company” shall include all persons with whom the Company would be considered a single employerunder Section 414(b) and 414(c) of the Code.     e. All reimbursements and in-kind benefits provided under this Agreement shall be made orprovided in accordance with the requirements of Section 409A to the extent that such reimbursementsor in-kind benefits are subject to Section 409A, including, where applicable, the requirements that(i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorterperiod of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursementduring a calendar year may not affect the expenses eligible for reimbursement in any other calendaryear, (iii) the reimbursement of an eligible expense will be made on or before the last day of thecalendar year following the year in which the expense is incurred and (iv) the right toreimbursement is not subject to set off or liquidation or exchange for any other benefit.     f. Notwithstanding anything herein to the contrary, the Company shall have no liability to theEmployee or to any other person if the payments and benefits provided hereunder that are intendedto be exempt from or compliant with Section 409A are not so exempt or compliant.”2. All other terms and conditions of the Agreement remain in full force and effect.
 

 
     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first writtenabove and this Amendment shall be effective and binding on the Parties from such date.      IDENIX PHARMACEUTICALS, INC.