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FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT BETWEEN
MARTHA STEWART LIVING OMNIMEDIA, INC. AND
MARTHA STEWART DATED AS OF SEPTEMBER 17, 2004
THIS FIRST
AMENDMENT (this “Amendment”), dated as of
December 23, 2008, between Martha Stewart Living Omnimedia,
Inc. (the “Company”) and Martha Stewart (the
“Founder”).
WHEREAS,
the Company and the Founder previously entered into an Employment
Agreement, dated as of September 17, 2004 (the
“Employment Agreement”); and
WHEREAS,
the Company and the Founder believe it is in the best interests of
the parties to amend the Employment Agreement to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and the guidance issued thereunder
(“Section 409A”) pursuant to the terms of the
Amendment as set forth herein; and
NOW,
THEREFORE, in consideration of the promises and the mutual
covenants set forth below, the parties hereby agree as
follows:
1. Compensation Upon Termination. Section 8(a)
shall be amended by adding the clause “, subject in all
respects to the application of Section 20(b) below”
immediately following the first clause thereof and prior to the
colon preceding clause (i).
2. Section 409A. A new Section 20 shall be
inserted immediately after Section 19 to read as
follows:
“20.
Section 409A. (a) The intent of the parties is that
payments and benefits under this Agreement comply with
Section 409A of the Internal Revenue Code of 1986, as amended,
and the guidance issued thereunder
(“Section 409A&rdq
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