SHALL AMEND THIS AGREEMENT (IN A
MANNER THAT AS CLOSELY AS PRACTICABLE ACHIEVES THE ORIGINAL INTENT OF THIS
AGREEMENT) SO THAT SUCH PAYMENT OR BENEFIT WILL BE MADE IN ACCORDANCE WITH SUCH
REQUIREMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT
THAT IT IS DETERMINED THAT ANY PAYMENT PURSUANT TO SECTIONS 4 OR 5 THAT IS TO
OTHERWISE BE MADE UPON OR SHORTLY FOLLOWING TERMINATION OF EMPLOYMENT CANNOT BE
MADE PRIOR TO THE SIX-MONTH ANNIVERSARY OF SUCH TERMINATION BECAUSE THE
EXECUTIVE IS A "KEY EMPLOYEE" (AS DEFINED IN SECTION 1.409A-1(I)(1) OF THE
CODE), SUCH PAYMENT SHALL BE PAID ON THE FIRST BUSINESS DAY FOLLOWING SUCH
SIX-MONTH ANNIVERSARY.
TO THE EXTENT THAT THE BENEFITS TO BE PROVIDED TO THE
EXECUTIVE UNDER SECTION 8(E)(IV) ARE SO DELAYED, THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO PROVIDE THAT SUCH BENEFITS SHALL BE REINSTATED AS IF
IN EFFECT AS OF THE DATE OF EXECUTIVE'S TERMINATION (E.G., FOR PURPOSES OF ANY
PRE-EXISTING CONDITION) IMMEDIATELY FOLLOWING THE SIX MONTH ANNIVERSARY OF
EXECUTIVE'S TERMINATION OF EMPLOYMENT.
THE PARTIES AGREE THAT THE EXECUTIVE
SHALL BE ENTITLED TO COBRA COVERAGE DURING THE SIX MONTH PERIOD FOLLOWING THE
DATE OF EXECUTIVE'S TERMINATION, AND THE COMPANY AGREES TO REIMBURSE THE
EXECUTIVE FOR ANY COMPANY PORTIONS OF SUCH COBRA COVERAGE WHICH THE COMPANY IS
OBLIGATED TO PAY PURSUANT TO THIS AGREEMENT IN THE SEVENTH MONTH FOLLOWING THE
DATE OF TERMINATION.
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DATE ABOVE FIRST WRITTEN.
STEWART & STEVENSON SERVICES, INC.
By:
/s/ Carl B. King
Carl B. King
Senior Vice President, Secretary,
and General Counsel
EXECUTIVE:
/s/ Max L. Lukens
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