OF EMPLOYEE'S TERMINATION HEREUNDER, PAYMENT OF THE
SUCCESS BONUS DESCRIBED IN SECTION 1 HEREOF SHALL BE DELAYED FOR A PERIOD OF SIX
MONTHS IMMEDIATELY FOLLOWING THE EMPLOYEE'S TERMINATION OF EMPLOYMENT (THE "409A
DELAY PERIOD"). IN SUCH EVENT, THE SUCCESS BONUS SHALL BE PAID TO THE EMPLOYEE
ON THE DAY IMMEDIATELY FOLLOWING THE EXPIRATION OF THE 409A DELAY PERIOD. THE
EMPLOYEE SHALL NOT BE ENTITLED TO ANY INTEREST ON OR IN RESPECT OF ANY AMOUNT
NOT PAID DURING THE 409A DELAY PERIOD. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF THE SUCCESS BONUS IS PAYABLE TO THE EMPLOYEE AS A RESULT OF HIS
TERMINATION OF EMPLOYMENT, THE EMPLOYEE SHALL ONLY BE ENTITLED TO RECEIVE SUCH
PAYMENT IF THE EMPLOYEE HAS INCURRED A "SEPARATION FROM SERVICE" WITHIN THE
MEANING OF THE REGULATIONS ISSUED UNDER CODE SECTION 409A.
IT IS INTENDED THAT THIS AGREEMENT COMPLY WITH THE PROVISIONS OF SECTION 409A OF
THE CODE AND THIS AGREEMENT SHALL BE LIMITED, CONSTRUED AND INTERPRETED IN A
MANNER CONSISTENT WITH THIS INTENT."
3.
Except as amended hereby, the Success Bonus Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
4.
This Amendment may be executed in one or more counterparts, each
of which shall constitute an original and all of which together shall constitute
one agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto
as of the day and year first above written.
UNITED INDUSTRIAL CORPORATION
By:
/s/ Anna-Maria G. Palmer
Name:
Anna-Maria G. Palmer
Title: Vice President, Human Resources
/s/ JAMES H. PERRY
JAMES H. PERRY
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