BENEFITS DUE TO EXECUTIVE PURSUANT TO THIS AMENDMENT DOES NOT
COMPLY WITH (OR IS NOT EXEMPT FROM) SECTION 409A OF THE CODE, EXECUTIVE OR THE
COMPANY WILL PROMPTLY ADVISE THE OTHER AND WILL REASONABLY NEGOTIATE IN GOOD
FAITH TO AMEND THE TERMS OF THE PAYMENTS OR BENEFITS IN ORDER THAT SUCH PAYMENTS
OR BENEFIT ARRANGEMENTS COMPLY WITH (OR ARE EXEMPT FROM) THE REQUIREMENTS OF
SECTION 409A OF THE CODE OR IN ORDER TO MITIGATE ANY ADDITIONAL TAXES THAT MAY
APPLY UNDER SECTION 409A OF THE CODE IF COMPLIANCE OR EXEMPTION IS NOT
PRACTICABLE.
TO THE EXTENT ANY PAYMENTS OF MONEY OR OTHER BENEFITS DUE TO
EXECUTIVE UNDER THIS AGREEMENT COULD CAUSE THE APPLICATION OF AN ACCELERATION OR
ADDITIONAL TAX UNDER SECTION 409A OF THE CODE, SUCH PAYMENTS OR OTHER BENEFITS
SHALL BE DEFERRED IF DEFERRAL WILL MAKE SUCH PAYMENT OR OTHER BENEFITS COMPLIANT
UNDER SECTION 409A OF THE CODE, OR OTHERWISE SUCH PAYMENTS OR OTHER BENEFITS
SHALL BE RESTRUCTURED, TO THE EXTENT POSSIBLE, IN A MANNER DETERMINED BY THE
COMPANY THAT DOES NOT CAUSE SUCH ACCELERATION OR ADDITIONAL TAX.
TO THE EXTENT
ANY REIMBURSEMENTS OR IN-KIND BENEFITS DUE TO EXECUTIVE UNDER THIS AGREEMENT
CONSTITUTE DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE, ANY SUCH
REIMBURSEMENTS OR IN-KIND BENEFITS SHALL BE PAID TO EXECUTIVE IN A MANNER
CONSISTENT WITH TREAS. REG. SECTION 1.409A-3(I)(1)(IV).
EACH PAYMENT MADE UNDER
THIS AGREEMENT SHALL BE DESIGNATED AS A "SEPARATE PAYMENT" WITHIN THE MEANING OF
SECTION 409A OF THE CODE.
4.
EXCEPT AS SET FORTH IN THIS AMENDMENT, ALL TERMS AND CONDITIONS
OF THE EMPLOYMENT AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT
UNTIL THE END OF TERM; PROVIDED, HOWEVER, THAT (A) THIS AMENDMENT SHALL GOVERN
AND SUPERSEDE ANY COMPENSATION AND BENEFITS CONTEMPLATED BY THE AGREEMENT IN
CONNECTION WITH ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AFTER
THE DATE HEREOF, (B) THE COMPENSATION AND BENEFITS PROVIDED FOR IN THIS
AMENDMENT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTIONS
4(K) (EXCEPT, FOR THE AVOIDANCE OF DOUBT, REFERENCES THEREIN TO "TERMINATION
PAYMENTS AND BENEFITS PROVIDED FOR IN THIS SECTION 4" SHALL BE DEEMED TO REFER
TO
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PAYMENTS AND BENEFITS PROVIDED FOR IN THIS AMENDMENT) AND 5 OF THE AGREEMENT,
AND (C) SECTIONS 4(H), 4(I), 4(J), 4(K),
5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16
(SOLELY TO THE EXTENT TO PROVIDE FOR THE PAYMENT ON BEHALF OF EXECUTIVE (OR, IF
ALREADY PAID BY EXECUTIVE, THE REIMBURSEMENT TO EXECUTIVE) OF THE REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL INCURRED BY EXECUTIVE IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, EXECUTION, AND/OR DELIVERY OF THIS AMENDMENT AND
RELATED DOCUMENTS (NOT TO EXCEED $10,000)) AND 17 SHALL APPLY TO THIS AMENDMENT
AND SURVIVE FOLLOWING THE END OF TERM IN ACCORDANCE WITH THEIR TERMS).
5.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH SHALL FOR ALL PURPOSES BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
SHALL CONSTITUTE THE SAME INSTRUMENT.
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