payment of
interest or a tax penalty under Code Section 409A and, for a Non-409A Award
(meaning all Awards other than 409A Awards), that the term or event will not
cause the Award to be treated as subject to Code Section 409A. Other provisions
of the Plan notwithstanding, the terms of any 409A Award and any Non-409A Award,
including any authority of the Firm and rights of the Grantee with respect to
the Award, shall be limited to those terms permitted under Code Section 409A,
and any terms not permitted under Code Section 409A shall be automatically
modified and limited to the extent necessary to conform with Code Section 409A.
For this purpose, other provisions of the Plan notwithstanding, the Firm shall
have no authority to accelerate distributions relating to 409A Awards in excess
of the authority permitted under Code Section 409A, and any distribution subject
to Code Section 409A(a)(2)(A)(i) (separation from service) to a "key employee"
as defined under Code Section 409A(a)(2)(B)(i), shall not occur earlier than the
earliest time permitted under Code Section 409A(a)(2)(B)(i).