1. The Plan is hereby amended by deleting Section 8(f) in its entirety.
2. The Plan is hereby amended by adding a new Section 9 to read as follows:
9. Special Provisions Related to Section 409A of the Code.
(a) It is intended that the payments and benefits provided under the Plan and any Award shall
either be exempt from the application of, or comply with, the requirements of Section 409A of the
Code. The Plan and all Award Agreements shall be construed in a manner that effects such intent.
Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not
warranted or guaranteed. Neither the Company, its affiliates nor their respective directors,
officers, employees or advisers shall be held liable for any taxes, interest, penalties or other
monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any
(b) Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the
extent that any amount or benefit that would constitute non-exempt deferred compensation for
purposes of Section 409A of the Code would otherwise be payable or distributable, or a different
form of payment (e.g., lump sum or installment) would be effected, under the Plan or any Award
Agreement by reason of the occurrence of a Change in Control, or the Participants disability or
separation from service, such amount or benefit will not be payable or distributable to the
Participant, and/or such different form of payment will not be effected, by reason of such
circumstance unless the circumstances giving rise to such Change in Control, disability or
separation from service meet any description or definition of change in control event,
disability or separation from service, as the case may be, in Section 409A of the Code and
applicable regulations (without giving effect to any elective provisions that may be available
under such definition). This provision does not prohibit the vesting of any Award upon a Change in
Control, disability or separation from service, however defined. If this provision prevents the
payment or distribution of any amount or benefit, such payment or distribution shall be made on the
next earliest payment or distribution date or event specified in the Award Agreement that is
permissible under Section 409A of the Code. If this provision prevents the application of a
different form of payment of any amount or benefit, such payment shall be made in the same form as
would have applied absent such designated event or circumstance.
(c) If any one or more Awards granted under the Plan to a Participant could qualify for any
separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the
aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company shall determine which Awards or portions thereof will be
subject to such exemptions.
(d) Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any
amount or benefit that would constitute non-exempt deferred compensation for purposes of Section
409A of the Code would otherwise be payable or distributable under this Plan or any Award Agreement
by reason of a Participants separation from service during a period in which the Participant is a
Specified Employee (as defined below), then, subject to any permissible acceleration of payment by
the Board or Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order),
(j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
(i) the amount of such non-exempt deferred compensation that would otherwise be payable
during the six-month period immediately following the Participants separation from service will be
accumulated through and paid or provided on the first day of the seventh month following
the Participants separation from service (or, if the Participant dies during such period, within
30 days after the Participants death) (in either case, the Required Delay Period), and
(ii) the normal payment or distribution schedule for any remaining payments or distributions
will resume at the end of the Required Delay Period.
For purposes of this Plan, the term Specified Employee has the meaning given such term in
Section 409A of the Code and the final regulations thereunder.
(e) Eligible Participants who are service providers to an Affiliate may be granted Options or
SARs under this Plan only if the Affiliate qualifies as an eligible issuer of service recipient
stock within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Section 409A of
(f) No Option or SAR granted under the Plan shall provide for any feature for the deferral of
compensation other than the deferral of recognition of income until the exercise or disposition of
the Option or SAR.
3. Except as expressly amended hereby, the terms of the Plan, as previously amended, shall be
and remain unchanged and the Plan as amended hereby shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly
authorized representative on the day and year first above written.