CONTROL" SHALL OCCUR ON THE DATE THAT ANY ONE PERSON
OR GROUP (OTHER THAN ALFRED SLIFKA, RICHARD SLIFKA OR ERIC SLIFKA, OR THEIR
RESPECTIVE FAMILY MEMBERS OR ENTITIES THEY CONTROL, INDIVIDUALLY OR IN THE
AGGREGATE, DIRECTLY OR INDIRECTLY (COLLECTIVELY REFERRED TO HEREINAFTER AS THE
"SLIFKAS")) ACQUIRES OWNERSHIP OF THE EQUITY INTERESTS OF THE COMPANY THAT,
TOGETHER WITH THE EQUITY INTERESTS OF THE COMPANY ALREADY HELD BY SUCH PERSON OR
GROUP, CONSTITUTES MORE THAN 50% OF THE TOTAL VOTING POWER OF THE EQUITY
INTERESTS OF THE COMPANY; PROVIDED, HOWEVER, IF ANY ONE PERSON OR GROUP IS
CONSIDERED TO OWN MORE THAN 50% OF THE TOTAL VOTING POWER OF THE EQUITY
INTERESTS IN THE COMPANY, THE ACQUISITION OF ADDITIONAL EQUITY INTERESTS BY THE
SAME PERSON OR GROUP SHALL NOT BE DEEMED TO BE A CHANGE IN CONTROL.
THE
DEFINITION OF "CHANGE IN CONTROL" SHALL BE INTERPRETED TO COMPLY WITH SECTION
409A, TO THE EXTENT APPLICABLE; PROVIDED, HOWEVER, AN INTERPRETATION IN
COMPLIANCE WITH SECTION 409A SHALL NOT EXPAND THE DEFINITION OF CHANGE IN
CONTROL IN ANY WAY OR CAUSE AN ACQUISITION BY THE SLIFKAS TO RESULT IN A CHANGE
IN CONTROL.
(D)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND
RELATED INTERPRETIVE GUIDANCE, REGULATIONS AND RULINGS.
(E)
"DISABLED" AND "DISABILITY" MEAN THAT THE EXECUTIVE IS UNABLE TO
ENGAGE IN ANY SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF ANY MEDICALLY
DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT WHICH CAN BE EXPECTED TO RESULT IN
DEATH OR CAN BE EXPECTED TO LAST FOR A CONTINUOUS PERIOD OF NOT LESS THAN 12
MONTHS, OR THE EXECUTIVE IS, BY REASON OF SUCH AN IMPAIRMENT, RECEIVING INCOME
REPLACEMENT BENEFITS FOR A PERIOD OF NOT LESS THAN THREE MONTHS UNDER AN
ACCIDENT AND HEALTH PLAN COVERING EMPLOYEES OF THE COMPANY.
(F)
"PERSON" MEANS AN INDIVIDUAL, A CORPORATION, A LIMITED LIABILITY
COMPANY, AN ASSOCIATION, A PARTNERSHIP, AN ESTATE, A TRUST OR ANY OTHER ENTITY
OR ORGANIZATION, OTHER THAN THE COMPANY.
(G)
"SECTION 409A" MEANS SECTION 409A OF THE CODE AND THE PROVISIONS
OF TREASURY REGULATION SECTION 1.409A AND ANY SUCCESSOR STATUTE OR REGULATION
AND ALL RELATED INTERPRETIVE GUIDANCE.
3.
AMENDMENT AND TERMINATION.
THIS AGREEMENT MAY BE AMENDED OR
TERMINATED ONLY WITH THE MUTUAL WRITTEN CONSENT OF THE COMPANY AND THE
EXECUTIVE.
IN THE EVENT OF ANY AMENDMENTS INVOLVING FURTHER DEFERRALS OF THE
SERP BENEFIT, EACH PAYMENT CALLED FOR HEREUNDER SHALL BE TREATED, TO THE EXTENT
PERMISSIBLE UNDER THE CODE, AS A SEPARATE PAYMENT FOR PURPOSES OF SECTION 409A.
4.
SECTION 409A; NO GUARANTEE OF ANY TAX CONSEQUENCES.
THE PARTIES
HERETO INTEND THAT THIS AGREEMENT COMPLY WITH THE REQUIREMENTS OF SECTION 409A
AND THIS AGREEMENT SHALL BE INTERPRETED TO COMPLY WITH SECTION 409A.
IF ANY
PROVISION HEREIN RESULTS IN THE IMPOSITION OF AN ADDITIONAL TAX UNDER SECTION
409A, THE EXECUTIVE AND THE COMPANY AGREE THAT SUCH PROVISION
WILL BE REFORMED, TO THE EXTENT POSSIBLE, TO AVOID IMPOSITION OF ANY SUCH
ADDITIONAL TAX IN THE MANNER THAT THE EXECUTIVE AND THE COMPANY MUTUALLY AGREE
IS APPROPRIATE TO COMPLY WITH SECTION 409A.