of this Section 17; provided that,
notwithstanding anything in this Agreement to the contrary, neither the Company
nor any of its Affiliates, employees or representatives shall have any liability
to Executive with respect to any tax liabilities imposed on Executive under
Section 409A of the Code."
(C)
AIRLINE PASS.
SECTIONS 3.1 AND SECTION 7(B) OF THE MANAGEMENT
COMPENSATION AGREEMENT, WHICH CURRENTLY PROVIDE EXECUTIVE AND HIS ELIGIBLE
INDIVIDUALS WITH LIFETIME AIRLINE PASS PRIVILEGES WITH RESPECT TO THE COMPANY
AND ANY SUCCESSOR ENTITY, ARE HEREBY AMENDED TO CLARIFY AND PROVIDE THAT,
WITHOUT PREJUDICE TO THE BENEFITS CURRENTLY PROVIDED TO EXECUTIVE THEREUNDER, IN
THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN SECTION 17 BELOW), AIRLINE PASS
(AS DEFINED IN THE MANAGEMENT COMPENSATION AGREEMENT) PRIVILEGES PROVIDED TO
EXECUTIVE (INCLUDING ACCESS TO AIRLINE LOUNGES UNDER THE WORLDCLUB PASS OR ANY
SIMILAR PROGRAM) WILL BE PROVIDED TO EXECUTIVE AND ELIGIBLE INDIVIDUALS (AS
DEFINED IN THE MANAGEMENT COMPENSATION AGREEMENT) ON TERMS AND CONDITIONS NO
LESS FAVORABLE THAN THOSE APPLICABLE TO EXECUTIVE AND ELIGIBLE INDIVIDUALS
IMMEDIATELY PRIOR TO SUCH CHANGE OF CONTROL, AND THE COMPANY SHALL PROVIDE (OR
SHALL CAUSE ANY SUCCESSOR TO THE COMPANY, WHETHER BY PURCHASE, MERGER,
CONSOLIDATION OR OTHERWISE, TO PROVIDE) EXECUTIVE AND ELIGIBLE INDIVIDUALS WITH
AIRLINE PASS PRIVILEGES EQUIVALENT TO THOSE PROVIDED UNDER THE AIRLINE PASS
PRIVILEGES DESCRIBED
5
IN THE MANAGEMENT COMPENSATION AGREEMENT (AS AMENDED HEREBY) WITH RESPECT TO THE
COMPANY (OR ITS SUCCESSOR) AND ITS AFFILIATES.
(D)
MEDICAL COVERAGE.
SECTION 3.2 OF THE MANAGEMENT COMPENSATION AGREEMENT IS
HEREBY AMENDED TO CLARIFY THAT, CONSISTENT WITH THE COMPANY'S CURRENT PRACTICES,
EXECUTIVE'S CURRENT ENTITLEMENT TO MEDICAL AND DENTAL COVERAGE (INCLUDING, BUT
NOT LIMITED TO THAT DESCRIBED IN SECTION 2.5 THEREOF) AS DESCRIBED THEREIN
"WITHOUT COST" TO EXECUTIVE, IS INTENDED TO MEAN "WITHOUT COST, ON AN AFTER TAX
BASIS" (OTHER THAN EXECUTIVE'S PAYMENT, UNTIL AGE 65, OF THE SAME PERCENTAGE OF
THE PREMIUM COST OF THE COMPANY'S CURRENT MEDICAL PLAN AS IS GENERALLY CHARGED
TO OTHER ACTIVELY EMPLOYED OFFICERS OF THE COMPANY; BUT IN ANY EVENT NOT TO
EXCEED 25% OF THE PREMIUM COST FOR SUCH COVERAGE).
10.
NOTICES.
ANY NOTICE UNDER THIS AGREEMENT SHALL BE ADDRESSED TO THE
COMPANY IN CARE OF ITS GENERAL COUNSEL AT THE PRINCIPAL EXECUTIVE OFFICE OF THE
COMPANY AND TO EXECUTIVE AT THE ADDRESS APPEARING IN THE PERSONNEL RECORDS OF
THE COMPANY FOR EXECUTIVE OR TO EITHER PARTY AT SUCH OTHER ADDRESS AS EITHER
PARTY HERETO MAY HEREAFTER DESIGNATE IN WRITING TO THE OTHER.
ANY SUCH NOTICE
SHALL BE DEEMED EFFECTIVE UPON RECEIPT THEREOF BY THE ADDRESSEE.
11.
WITHHOLDING.
EXECUTIVE MAY BE REQUIRED TO PAY TO THE COMPANY OR ANY
AFFILIATE AND THE COMPANY OR ANY AFFILIATE SHALL HAVE THE RIGHT AND IS HEREBY
AUTHORIZED TO WITHHOLD FROM ANY PAYMENT DUE UNDER THIS AGREEMENT OR FROM ANY
COMPENSATION OR OTHER AMOUNT OWING TO EXECUTIVE, APPLICABLE WITHHOLDING TAXES
WITH RESPECT TO ANY ISSUANCE OR TRANSFER UNDER THIS AGREEMENT AND TO TAKE SUCH
ACTION AS MAY BE NECESSARY IN THE OPINION OF THE COMPANY TO SATISFY ALL
OBLIGATIONS FOR