[Section 4.3] of the Employment Agreement is deleted in its entirety and is of no further force or effect.

[Section 3.a]. is amended in its entirety to read as follows:

[Section 6.4] of the Employment Agreement is hereby restated in its entirety as follows:

[Section 409A]. This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall be paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A].

[Section 409A]. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from [Section 409A] either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from [Section 409A] to the maximum extent possible. Any payments to be made under this Agreement upon termination of employment shall only be made upon “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that you may incur on account of non-compliance with Section 409A.

[Section 2.11(b)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 2.2]. of the Loan Agreement is hereby deleted and replaced in its entirety with the following:

[Section 1.23] of the Agreement is hereby deleted in its entirety and replaced with the following:

[Section 409A]. Neither the Plan nor any Option granted hereunder is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance issued after the Effective Date (together, “[Section 409A]”). Notwithstanding any provision of the Plan to the contrary, if the Committee determines that any Option may be or become subject to Section 409A of the Code, the Committee may adopt such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Committee determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, either through compliance with the requirements of Section 409A of the Code or with an available exemption therefrom.

The provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and guidance promulgated thereunder (“[Section 409A]”) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Corporation and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate, or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.