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Exhibit 10-B-1
Employment Offer Letter and
Agreement Amendments
Jim Farley
Effective as of December 31,
2008
Background
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Section 409A of
the Internal Revenue Code Section of 1986, as amended ("Code"),
regulates the provision of nonqualified deferred compensation to
employees.
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Code Section
409A requires that all agreements providing for nonqualified
deferred compensation be amended to comply with its requirements no
later than December 31, 2008.
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The amendments
described herein are intended to ensure that the terms of Mr.
Farley's employment offer letter and agreement comply with Code
Section 409A.
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Amendments
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Last sentence
of the fourth bullet point regarding the AICP bonus payments for
2007 and 2008 is amended to read as follows: "You are
guaranteed full payment of the 2007 and 2008 AICP targets which
will be paid on or before March 15, 2008 and March 15,
2009, respectively."
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The following
shall be added to the end of the provision regarding relocation and
temporary housing: "Reimbursements for temporary living
costs will be made (i) not later than March 15
th of the year following the year in which the
expense is incurred, and (ii) only for expenses incurred in a year
in which you are employed by the Company."
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The following
shall be added to the end of the provision regar
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