Common use of Consent to Certain Amendments Clause in Contracts

Consent to Certain Amendments. (a) By signing this letter, you hereby irrevocably (i) authorize the Compensation and Management Development Committee (the “Compensation Committee”) and the Board and their respective delegates, and any of them, on or before December 31, 2008 or such later date(s), if any, to which the December 31, 2008 documentary compliance deadline referred to in paragraph .01 of section 3 of IRS Notice 2006-79 as modified by section 3.01(B)(1) of IRS Notice Dated as of May 30, 2008 ▇▇. ▇▇▇▇▇▇▇ ▇. Denninger 2007-86 is hereafter extended (the “409A Documentary Compliance Date”), to amend this letter and any “Prior Non-Grandfathered Compensation Arrangement” as defined in paragraph 23(b) below, in any respect that the Compensation Committee, the Board or their respective delegates determine to be necessary, advisable or expedient to plan for, respond to, comply with or reflect Section 409A, and (ii) consent in advance to any and all such amendments of this letter and any Prior Non-Grandfathered Compensation Arrangement that the Compensation Committee, the Board or their respective delegates may adopt on or before the 409A Documentary Compliance Date, and (iii) agree that your consent to any such amendments of this letter or any Prior Non-Grandfathered Compensation Arrangement shall be as effective as if such amendments were fully set forth herein, and (iv) waive any right you may have to consent to the amendment in question if for any reason your consent to any of the aforementioned amendments is not legally effective, and (v) recognize and agree that the Company does not represent, warrant or guarantee that any amendment of this letter or any Prior Non-Grandfathered Compensation Arrangement that is adopted pursuant to this paragraph 23(a) will have its intended tax effect or will enable compensation to be exempt from or comply with Section 409A, and that the Company does not make any other representation, warranty or guaranty to you as to the tax consequences of any such amendment. (b) For purposes of paragraph 23(a) above, a “Prior Non-Grandfathered Compensation Arrangement” means any compensation arrangement between the Company and you that was entered into effective on or before May 30, 2008 (whether or not paid in full before that date) except to the extent that the compensation payable (or paid) under such arrangement is “grandfathered” from Section 409A (i.e., is compensation to which Section 409A does not apply, according to Treasury Regulation section 1.409A-6 or any other applicable Treasury Department guidance).

Consent to Certain Amendments. (a) By signing this letterexecuting the RSU Agreement, you the Holder hereby irrevocably (i) authorize authorizes the Compensation and Management Development Committee or the Board of Directors of the Company (the “Compensation CommitteeBoard”) and the Board and their respective delegates, and any of them), on or before December 31, 2008 or such later date(s), if any, to which the December 31, 2008 documentary compliance deadline referred to date set forth in paragraph .01 of section 3 of IRS Notice 2006-79 as modified by section 3.01(B)(1) of IRS Notice Dated as of May 30, 2008 ▇▇. ▇▇▇▇▇▇▇ ▇. Denninger 2007-86 is hereafter extended (the “409A Documentary Compliance Date”), to amend this letter the RSU Agreement and any “Prior Non-Grandfathered Compensation Arrangement” as defined in paragraph 23(bSection 18(b) below, in any respect that the Compensation Committee, Committee or the Board or their respective delegates determine determines to be necessary, necessary or advisable to ensure that none of the compensation that may be earned (or expedient may have been earned) pursuant to plan for, respond to, comply with the RSU Agreement or reflect the Prior Non-Grandfathered Compensation Arrangement will be includible in the Holder’s federal gross income pursuant to Section 409A409A(a)(1)(A) of the Code, and (ii) consent consents in advance to any and all such amendments of this letter the RSU Agreement and any Prior Non-Grandfathered Compensation Arrangement Arrangement, and (iii) consents in advance to any amendment of the Plan that the Compensation Committee, the Board or their respective delegates may adopt hereafter adopts on or before the 409A Documentary Compliance DateDate to ensure that awards granted under the Plan on or before that Date will not be includible in any service provider’s federal gross income pursuant to that Section of the Code, and (iiiiv) agree agrees that your the Holder’s consent to any such amendments of this letter or the RSU Agreement, any Prior Non-Grandfathered Compensation Arrangement and the Plan shall be as effective as if such amendments were fully set forth herein, and (ivv) waive waives any right you he may have to consent to the amendment in question if for any reason your the Holder’s consent to any of the aforementioned amendments is not legally effective, and (v) recognize and agree that the Company does not represent, warrant or guarantee that any amendment of this letter or any Prior Non-Grandfathered Compensation Arrangement that is adopted pursuant to this paragraph 23(a) will have its intended tax effect or will enable compensation to be exempt from or comply with Section 409A, and that the Company does not make any other representation, warranty or guaranty to you as to the tax consequences of any such amendment. (b) For purposes of paragraph 23(aSection 18(a) above, a “Prior Non-Grandfathered Compensation Arrangement” means any compensation arrangement between the Company and you the Holder that was entered into effective on or before May 30, 2008 the Grant Date (whether or not paid in full before that datethe Grant Date) except to the extent that the compensation payable (or paid) under such arrangement is “grandfathered” from Section 409A of the Code (i.e., is compensation with respect to which Section 409A does of the Code is not applyeffective, according to Treasury Regulation section 1.409A-6 Q&A-16 of IRS Notice 2005-1 or any other applicable Treasury Department published IRS guidance). In no event shall an arrangement that is grandfathered from Section 409A in the absence of this Section 18 be deemed to be a Prior Non-Grandfathered Compensation Arrangement within the meaning of Section 18(a). The Holder recognizes and agrees that Prior Non-Grandfathered Compensation Arrangements include, but may not be limited to, (i) any stock option or restricted stock unit award that the Company granted to the Holder after December 31, 2004 under the Plan, and (ii) any restricted stock unit award that the Company granted to the Holder before December 31, 2004 (whether under the Plan or otherwise) that was outstanding and unvested on that date, and (iii) any non-qualified deferred compensation plan, such as the Company’s Directors’ Deferred Compensation Plan and Non-Employee Director Deferred Stock Plan, if and to the extent that the Holder accrued benefits or vested in benefits under such plan after that date.