THE HOUSE AND REAL PROPERTY LOCATED AT
ONE RIVERSIDE DRIVE, NEW CUMBERLAND, WEST VIRGINIA, THE FURNISHINGS CONTAINED
THEREIN, AND THE SURROUNDING ACREAGE DESCRIBED IN SCHEDULE 4(J) OF THE
EMPLOYMENT AGREEMENT;
B.
THE FURNISHINGS CONTAINED IN THE
EXECUTIVE'S OFFICE AT THE COMPANY'S HEADQUARTERS;
C.
A BONUS PAYMENT IN THE GROSS AMOUNT OF
FOUR HUNDRED THOUSAND DOLLARS ($400,000.00), LESS ALL APPLICABLE TAXES REQUIRED
BY LAW AND AUTHORIZED DEDUCTIONS;
D.
COMPENSATION AND EXPENSE REIMBURSEMENT
PURSUANT TO SECTIONS 4(A), (E), (F), (G), (I) AND (J) OF THE EMPLOYMENT
AGREEMENT WILL CONTINUE TO BE PAID TO THE EXECUTIVE THROUGH THE TERMINATION
DATE; AND
E.
THE DEFERRED AMOUNTS HELD IN THE TRUST,
TOGETHER WITH THE EARNINGS THEREON WILL BE PAID TO THE EXECUTIVE IN THE MANNER
PROVIDED FOR IN SECTION 7.
4.
THE EXECUTIVE WILL BE RESPONSIBLE FOR
PAYING ANY TAXES, INTEREST, PENALTIES OR OTHER AMOUNTS DUE ON THE PAYMENT AND
BENEFITS DESCRIBED IN SECTION 3 (EXCEPT FOR THE EMPLOYER'S PORTION OF WAGE TAXES
DUE IN RELATION TO SECTION 3) AND SHALL INDEMNIFY THE COMPANY AND HOLD IT
HARMLESS FOR ANY TAXES, INTEREST, PENALTIES OR OTHER AMOUNTS THAT THE COMPANY
BECOMES REQUIRED TO PAY AS A RESULT OF NOT WITHHOLDING THE APPROPRIATE AMOUNTS
FROM SUCH PAYMENT AND BENEFITS.
PRIOR TO OR CONCURRENTLY WITH THE CONVEYANCE BY
THE COMPANY TO THE EXECUTIVE OF THE REAL AND PERSONAL PROPERTY DESCRIBED IN
SECTION 3, THE EXECUTIVE SHALL DELIVER (OR CAUSED TO BE DELIVERED TO THE
COMPANY) FUNDS IN THE AMOUNT OF $598,500 FOR PURPOSES OF FEDERAL, STATE AND
LOCAL TAX WITHHOLDING RELATED TO SUCH CONVEYANCE.
5.
PREMIUMS UNDER THE DEFERRED COMPENSATION
AGREEMENT.
THE COMPANY SHALL PAY THE PREMIUMS ON THE INSURANCE POLICIES
UNDERLYING THE DEFERRED COMPENSATION AGREEMENT AS PROVIDED FOR IN SCHEDULE A OF
THIS AMENDMENT UNTIL THE EXECUTIVE REACHES THE AGE OF SIXTY-FIVE (65).
2
6.
MAINTENANCE OF ONE RIVERSIDE DRIVE.
DURING THE PERIOD PRIOR TO THE CONVEYANCE BY THE COMPANY TO THE EXECUTIVE OF THE
HOUSE LOCATED AT ONE RIVERSIDE DRIVE, THE COMPANY SHALL CONTINUE TO MAINTAIN THE
HOUSE IN THE MANNER PREVIOUSLY PROVIDED IN SECTION 4(H) OF THE EMPLOYMENT
AGREEMENT AND EXECUTIVE SHALL BE PERMITTED TO RESIDE IN THE HOUSE FROM THE DATE
HEREOF UNTIL THE DATE OF CONVEYANCE.
FURTHER, IF THERE IS A CASUALTY LOSS
BETWEEN THE DATE HEREOF AND THE DATE OF CONVEYANCE, THE COMPANY SHALL ASSIGN TO
EXECUTIVE ANY INSURANCE PROCEEDS RELATED TO SUCH CASUALTY LOSS.
7.
TIMING OF PAYMENTS.
THE COMPENSATION
AND EXPENSE REIMBURSEMENT DESCRIBED IN SECTIONS 3(D) AND SECTION 5 SHALL BE PAID
BY THE COMPANY IN ACCORDANCE WITH ITS CUSTOMARY PRACTICE.
SUBJECT TO SECTION 8,
BELOW, THE CONVEYANCE OF THE REAL AND PERSONAL PROPERTY DESCRIBED IN SECTIONS
3(A) AND (B), THE BONUS PAYMENT DESCRIBED IN SECTION 3(C), AND THE TRUST AMOUNTS
DESCRIBED IN SECTION 3(F) SHALL OCCUR ON MAY 1, 2009.
8.
SECTION 409A.
BECAUSE THE PARTIES
HERETO INTEND THAT ANY PAYMENT UNDER THIS AGREEMENT SHALL BE PAID IN COMPLIANCE
WITH SECTION 409A OF THE CODE ("SECTION 409A") AND ALL REGULATIONS, GUIDANCE AND
OTHER INTERPRETATIVE AUTHORITY THEREUNDER, SUCH THAT