For allocation purposes under the 5% "gateway contribution" under # of Subsection # above, Compensation means

This [Section 5.1(b)] applies if, in addition to this plan, the participant is covered under another qualified defined contribution plan maintained by the employer, a welfare benefit fund maintained by the employer, an individual medical account maintained by the employer, or a simplified employee pension maintained by the employer, that provides an annual addition as defined in [Section 5.1(c)(1)], during any limitation year. The annual additions that may be credited to a participant's account under this plan for any such limitation year will not exceed the maximum permissible amount reduced by the annual additions credited to a participant's account under the other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions for the same limitation year. If the annual additions with respect to the participant under other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions maintained by the employer are less than the maximum permissible amount and the employer contribution that would otherwise be contributed or allocated to the participant's account under this plan would cause the annual additions for the limitation year to exceed this limitation, the amount contributed or allocated will be reduced so that the annual additions under all such plans and funds for the limitation year will equal the maximum permissible amount. If the annual additions with respect to the participant under such other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions in the aggregate are equal to or greater than the maximum permissible amount, no amount will be contributed or allocated to the participant's account under this plan for the limitation year.

ARTICLE # -- DEFERRAL OF AWARDS 5

New Item 5. of SECTION ONE, SUBJECT MATTER. The following new Item 5. Is hereby inserted in the Technology License Agreement:

Notwithstanding, [Section 5.2(a)] above, upon the death of a Participant prior to the entire balance of the Participant’s Post-2004 Account having been paid, the remaining unpaid balance shall be payable to the Beneficiary as soon as practicable but no later than 90 days following the Participant’s death.

SECTION # PARTICIPATION AND DEFERRAL ELECTIONS 6

STA 4 site development to include private streets and walkways to enter the Building from the public right of way exterior plazas with landscaped and hardscaped areas, biofiltration storm drain areas, irrigation, and lighting.

“Schedule Amendment”: each Schedule Amendment, substantially in the form of [Exhibit B], executed and delivered pursuant to [subsection 15.1].

""Amendment No. 5 Effective Date" has the meaning set forth in Amendment No. 5."'

Amendment. Effective as of the Effective Date, the Employment Agreement is amended as follows: