United States Uses in Code Section 409A Clause

Code Section 409A

This Agreement shall continue in effect from the date hereof through December 31, 2011; provided that if either (i) a Sale has occurred prior to December 31, 2011 or (ii) a Sale has not occurred on or prior to December 31, 2011 but a definitive agreement providing for a transaction, the consummation of which would be a Sale, has been executed on or prior to such date, this Agreement shall continue in effect until such definitive agreement has been fully performed by the Company or either party to such agreement has agreed to terminate such agreement in accordance with its terms. Notwithstanding anything herein to the contrary, in the event that a Sale does not occur on or before December 31, 2011 or a definitive agreement providing for a transaction, the consummation of which would be a Sale, has not been executed on or prior to December 31, 2011, this Agreement shall terminate and be of no further force and effect and you will have no rights to earn the Retention Bonus hereunder after

Code Section 409A. (a) It is intended that the Agreement (and any payout) will be exempt from or in compliance with Internal Revenue Code Section 409A (Section 409A), and the Agreement (and any payout) shall be interpreted and construed on a basis consistent with such intent. The Agreement (and any payout) may be amended in any respect deemed necessary or desirable (including retroactively) by the Company with the intent to preserve exemption from or compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for payouts under the Agreement. The Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with the Agreement (including any taxes and penalties under Section 409A), and the Company shall have no obligation to indemnify or otherwise hold an employee harmless from any or all of such taxes or penalties. (b) Notwithstanding anything to the contrary in this Agreement, if a payment obligation under this Agreement arise on account of the Executives separation from service and the Executive is deemed to be a specified employee(as defined under Section 409A of the Code and determined in good faith by the Committee), any payment of deferred compensation (as defined under Treas. Reg. Section 1.409A-1(b)(1)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid, as soon as administratively practicable but not later than thirty (30) days (i) after the end of the six (6) month period, measured from the date of the Executives separation from service or (ii) if earlier, the date of the Executives death. This subsection (d) shall apply only if the Executive is (or becomes) subject to the federal tax laws of the United States or if, upon advice of legal counsel to the Company or the Executive, the Executive would be subject to the tax imposed by Section 409A(a)(1)(B) of the Code. (c) For purposes of this Agreement, termination of employment or words of similar import, as used in this Agreement, means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, the Executives separation from service as defined in Section 409A of the Code. This subsection (e) shall apply only if the Executive is (or becomes) subject to the federal tax laws of the United States or if, upon advice of legal counsel to the Company or the Executive, the Executive would be subject to the tax imposed by Section 409A(a)(1)(B) of the Code.

Code Section 409A

This Agreement shall continue in effect from the date hereof through December 31, 2011; provided that if either (i) a Sale has occurred prior to December 31, 2011 or (ii) a Sale has not occurred on or prior to December 31, 2011 but a definitive agreement providing for a transaction, the consummation of which would be a Sale, has been executed on or prior to such date, this Agreement shall continue in effect until such definitive agreement has been fully performed by the Company or either party to such agreement has agreed to terminate such agreement in accordance with its terms. Notwithstanding anything herein to the contrary, in the event that a Sale does not occur on or before December 31, 2011 or a definitive agreement providing for a transaction, the consummation of which would be a Sale, has not been executed on or prior to December 31, 2011, this Agreement shall terminate and be of no further force and effect and you will have no rights to earn the Retention Bonus hereunder after

Code Section 409A. (a) It is intended that the Agreement (and any payout) will be exempt from or in compliance with Internal Revenue Code Section 409A (Section 409A), and the Agreement (and any payout) shall be interpreted and construed on a basis consistent with such intent. The Agreement (and any payout) may be amended in any respect deemed necessary or desirable (including retroactively) by the Company with the intent to preserve exemption from or compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for payouts under the Agreement. The Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with the Agreement (including any taxes and penalties under Section 409A), and the Company shall have no obligation to indemnify or otherwise hold an employee harmless from any or all of such taxes or penalties. (b) Notwithstanding anything to the contrary in this Agreement, if a payment obligation under this Agreement arise on account of the Executives separation from service and the Executive is deemed to be a specified employee(as defined under Section 409A of the Code and determined in good faith by the Committee), any payment of deferred compensation (as defined under Treas. Reg. Section 1.409A-1(b)(1)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid, as soon as administratively practicable but not later than thirty (30) days (i) after the end of the six (6) month period, measured from the date of the Executives separation from service or (ii) if earlier, the date of the Executives death. This subsection (d) shall apply only if the Executive is (or becomes) subject to the federal tax laws of the United States or if, upon advice of legal counsel to the Company or the Executive, the Executive would be subject to the tax imposed by Section 409A(a)(1)(B) of the Code. (c) For purposes of this Agreement, termination of employment or words of similar import, as used in this Agreement, means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, the Executives separation from service as defined in Section 409A of the Code. This subsection (e) shall apply only if the Executive is (or becomes) subject to the federal tax laws of the United States or if, upon advice of legal counsel to the Company or the Executive, the Executive would be subject to the tax imposed by Section 409A(a)(1)(B) of the Code.