These excerpts taken from the AKS 10-Q filed Nov 6, 2007.
WITH [INSERT NAME OF EXECUTIVE OFFICER]
WHEREAS, the parties to this First Amendment entered into and executed an Executive Officer Severance Agreement (the Agreement) dated July 26, 2004; and
WHEREAS, the parties desire to bring the Agreement into compliance with recently effective provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder; and
WHEREAS, unless the Agreement is amended to bring it into compliance with Section 409A and the regulations promulgated thereunder, it could result in substantial tax penalties and other consequences for the undersigned Executive Officer;
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A. Section E(1) of the Agreement is hereby amended to read as follows:
1. Basic Severance Benefits. If your employment with AKS is involuntarily terminated without Cause pursuant to Section C(1), AKS will pay you, regardless of whether or not you execute a Release of Claims (as defined in Section E(2) below), severance pay equal to your base salary for a period of six months from your Date of Termination. The aggregate of such severance pay shall be paid to you in a single, undiscounted lump sum payment within ten days following your Date of Termination.
B. Section E(2) of the Agreement is hereby amended to read as follows:
2. Supplemental Severance Benefits. If your employment with AKS is involuntarily terminated without Cause pursuant to Section C(1), and you execute and provide to AKS within sixty days after your Date of Termination a complete, full and effective (i.e. no longer revocable) release of all claims against AKS that is in a form reasonable and customary (Release of Claims), then you shall be entitled, in addition to the severance pay provided under Section E(1) above, to the following supplemental benefits:
C. Section E(2)(a) of the Agreement is hereby amended to read as follows:
a. Additional Base Salary. Severance pay based upon your base salary shall be paid for an additional [eighteen, twelve, or six, as appropriate] months beyond the period paid pursuant to Section E(1). Such additional base salary payable as severance shall be paid to you in a single, undiscounted lump sum payment within ten days after the effective date of your Release of Claims.
D. In all other respect, the parties intend the Agreement to remain in effect and as agreed to as of the Effective Date of the Agreement.
IN WITNESS WHEREOF, the parties accept and agree to the foregoing terms, and have executed this Agreement in duplicate on the dates set forth below their respective signatures.
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