Title: | President and Chief Operating Officer |
and Section 409A: | Notwithstanding anything in the Letter Agreement or the Severance Plan to the contrary, you shall not be entitled to any “gross-up” payment related to the excise tax imposed by Section 280G of the Code or any “gross-up” payment related to the tax imposed by Section 409A of the Code. You shall be treated as Tier 2 Participant in the Severance Plan as amended as of the date hereof, including, but not limited to the amended Section 5.02 of the Severance Plan. Amendments to the Severance Plan following the date hereof shall not be effective with respect to your participation in such plan to the extent they either reduce the amount of benefit payable or are otherwise adverse to you. |
Release of Claims: | Notwithstanding anything in the Letter Agreement or the Severance Plan to the contrary, the lump sum payment to be paid within sixty (60) days following “Participant’s Termination Date” as set forth in the Severance Plan shall hereafter be paid on the sixtieth (60th) day following your termination of employment; provided, however, that you shall have delivered to the Company and not revoked a signed release of claims in the form of Exhibit C to the Letter Agreement and any applicable revocation period shall have expired within sixty (60) days following your termination date; provided further, that you shall not be required to release any rights you may have to be indemnified under the Letter Agreement. |
/s/ JOHN B. HILL III | 12/21/12 |
John B. Hill | Date |