CONFLICT OF LAWS.
8.
SECTION 409A.
IT IS INTENDED THAT THIS
AGREEMENT AND THE RSUS WILL COMPLY WITH SECTION 409A OF THE CODE (AND ANY
REGULATIONS AND GUIDELINES ISSUED THEREUNDER) TO THE EXTENT THE AGREEMENT AND
RSUS ARE SUBJECT THERETO, AND THE AGREEMENT AND RSUS SHALL BE INTERPRETED ON A
BASIS CONSISTENT WITH SUCH INTENT.
IF AN AMENDMENT OF THE AGREEMENT IS
NECESSARY IN ORDER FOR IT AND THE RSUS TO COMPLY WITH SECTION 409A, THE
COMMITTEE MAY SO AMEND THE AGREEMENT.
ANY SUCH AMENDMENT SHALL BE MADE WITH A
VIEW TOWARD PRESERVING THE ORIGINAL INTENT OF THE PARTIES, TO THE EXTENT
REASONABLY POSSIBLE.
9.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
REDDY ICE HOLDINGS, INC.
By:
Employee
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APPENDIX A