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FORM OF AMENDMENT TO EMPLOYMENT
AGREEMENTS
FOR SECTION 409A COMPLIANCE
Amendments
to All Existing Employment Agreements
1. Revise the
subsection in the definition of “Change in Control”
which reads “Individuals who as of the date of this Agreement
constitute the Board (“the Incumbent Board”) cease to
constitute a majority of the Board” by adding the
words:
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during any twelve (12) month
period.
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2. Add a period
of time to permit the Company to remedy the Executive’s
grounds to terminate employment for Good Reason, by adding the
following into the paragraph requiring notice from the
Executive:
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The
Company shall within 60 days of receiving such notice have the
right to cure or remedy events or any actions or event constituting
Good Reason within the meaning of this Section.
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3. Eliminate
the Company’s ability to decide that the Severance Payment
could be made in a lump sum by revising the subsection governing
such payments to read as follows:
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Except as provided in Section
___[the new section below], payment of the Severance Payment
pursuant to Section ___[the section setting forth the amount of
severance], less customary withholdings, shall be made in equal
monthly installments commencing on the thirtieth day following the
Executive’s termination or resignation and shall be made over
the non-competition period specified in Section ___[the
non-competition section].
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4. Add a new
subsection to the Article on Severance which reads as
follows:
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The
total severance benefit payable to the Executive during the first
six months following the Executive’s term
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