SECTION 409A AMENDMENT
All payments and benefits provided to the service provider pursuant to his or her employment, severance, or other similar
agreement (“Agreement”) shall be interpreted and applied, to the extent permissible by applicable law, so as to avoid any
sanctions under section 409A of the Internal Revenue Code of 1986 (the “Code”).
Without limiting the generality of the foregoing, effective December 31, 2008 the following provisions shall supersede any
conflicting provisions in the Agreement:
1. In the event the service provider, pursuant to the provisions of his or her Agreement, is entitled to receive payment
of a bonus, such bonus shall be paid in the calendar year following the calendar year to which that bonus relates.
2. Notwithstanding anything in the Agreement to the contrary or otherwise, except to the extent any expense,
reimbursement or in-kind benefit provided pursuant to the Agreement does not constitute a “deferral of compensation”
within the meaning of section 409 A of the Code, and its implementing regulations and guidance, (i) the amount of
expenses eligible for reimbursement or in-kind benefits provided to the service provider during any calendar year will not
affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the service provider in any other
calendar year, (ii) the reimbursements for expenses for which the service provider is entitled to be reimbursed shall be made
on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and
(iii) the right to payment or reimbursement or in-kind benefits under the Agreement may not be liquidated or exchanged for
any other benefit.
3. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a
series of payments to the service provider will be deemed a separate payment.
4. Notwithstanding any other provision of the Agreement to the contrary, any payment or ben