8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2014

Alteva, Inc.

(Exact name of registrant as specified in its charter)

New York	001-35724	14-1160510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Market Street, First Floor Philadelphia, Pennsylvania	19106
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code

(877) 258-3722

(Former name or former address if changed since last report,)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

The information contained in Item 5.02 is incorporated by reference in this Item 1.01.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2014, Alteva, Inc. (“Alteva” or the “Company”) entered into separate offer letters (“Offer Letters”) with the following executives:  (1) Mr. Brian J. Kelley, the Company’s Chief Executive Officer and principal executive officer, (2) Mr. Brian H. Callahan, the Company’s Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer, (3) Mr. Mardoqueo Marquez, the Company’s Executive Vice President and Chief Technology Officer and (4) Mr. William K. Birnie, the Company’s Executive Vice President and Chief Marketing Officer.  A copy of each Offer Letter is attached hereto as Exhibits 10.1 – 10.4.  Each Offer Letter sets forth the annual salary for the executive and indicates that the executive is eligible for certain bonus, long-term incentive, severance and other benefits pursuant to the Company’s new Named Executive Officer Compensation Policy (“NEO Compensation Policy”) and other Company policies in place from time to time.  As part of the Offer Letters, Messrs. Callahan, Marquez and Birnie each received a one-time bonus of $15,000, subject to applicable employment and withholding taxes.  This one-time payment was made to each officer in recognition for his service in the Office of the CEO earlier this year.  Mr. Kelley did not receive this bonus.  Effective January 15, 2015, Mr. Kelley will be granted 10,000 restricted shares of Alteva stock under the Company’s 2008 Long-Term Incentive Plan, subject to a three year vesting schedule.  The Offer Letters specify that the employment of each executive is at-will, meaning that either the officer or the Company may terminate the employment relationship at any time.  The Company has the right to modify the terms and conditions of employment, including benefits, at its discretion.  Each executive also signed a restrictive covenant agreement (the “Restrictive Covenant Agreement”), which includes, among other matters, provisions addressing: (1) Confidentiality, (2) Non-Competition, (3) Customer Non-Solicitation and (4) Employee Non-Solicitation.  A copy of the Restrictive Covenant Agreement is attached hereto as Exhibit 10.5.

The NEO Compensation Policy applies each of the foregoing executives and, among other matters, addresses issues relating to: (1) Bonus and Long-Term Incentive compensation, (2) Termination without Cause, and (3) Change-in-Control.  The NEO Compensation Policy is administered by the Alteva Board of Directors, which has the authority to prospectively amend or terminate the policy at any time for any reason.  The NEO Compensation Policy does not modify the “at-will” employment status of an executive with the Company.  A copy of the NEO Compensation Policy is attached hereto as Exhibit 10.6.

The description of the Offer Letters, the Restrictive Covenant Agreement and the NEO Compensation Policy does not purport to be complete and is qualified in its entirety by reference

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to each document, a copy of which is filed as Exhibits 10.1-10.6 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Offer Letter between Alteva, Inc. and Mr. Brian J. Kelley dated November 12, 2014.
10.2	Offer Letter between Alteva, Inc. and Mr. Brian H. Callahan dated November 12, 2014.
10.3	Offer Letter between Alteva, Inc. and Mr. Mardoqueo Marquez dated November 12, 2014.
10.4	Offer Letter between Alteva, Inc. and Mr. William K. Birnie, dated November 12, 2014.
10.5	Form of Restrictive Covenant Agreement between Alteva, Inc. and the Company’s executives.
10.6	Named Executive Officer Compensation Policy of Alteva, Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Alteva, Inc.
Date:	November 18, 2014	By:	/s/ Brian H. Callahan
			Brian H. Callahan
			Executive Vice President, Chief
			Financial Officer, Corporate Secretary and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Offer Letter between Alteva, Inc. and Mr. Brian J. Kelley dated November 12, 2014.
10.2	Offer Letter between Alteva, Inc. and Mr. Brian H. Callahan dated November 12, 2014.
10.3	Offer Letter between Alteva, Inc. and Mr. Mardoqueo Marquez dated November 12, 2014.
10.4	Offer Letter between Alteva, Inc. and Mr. William K. Birnie, dated November 12, 2014.
10.5	Form of Restrictive Covenant Agreement between Alteva, Inc. and the Company’s executives.
10.6	Named Executive Officer Compensation Policy of Alteva, Inc.

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EX-10.1

Exhibit 10.1

October 16, 2014

Brian J. Kelley

92 Four Winds Lane

New Canaan, CT  06840

Dear Brian:

Alteva, Inc. (the “Company”) is pleased to offer you the following terms of employment as the Company’s CEO.  This letter is not a contract or a guarantee of any specific term or condition of employment.

You will receive an annual salary of $335,000, subject to applicable taxes and withholding, payable on the Company’s regularly scheduled payroll dates.

On January 15, 2015, you will be granted 10,000 restricted shares of Alteva stock.  These shares will vest annually over three years in three approximately equal tranches, with first tranche vesting on January 15, 2016, the second tranche vesting on January 15, 2017 and the third tranche vesting on January 15, 2018.  These grants shall be issued under and governed by an award agreement and the Amended and Restated Warwick Valley Telephone Company 2008 Long-Term Incentive Plan or any amended or successor plan (the “LTIP”).

During your employment you will be eligible for certain bonus, long-term incentive, severance and other benefits pursuant to the Company’s Named Executive Officer Compensation Policy (“NEO Compensation Policy”) (enclosed) and other Company policies in place from time to time, all of which the Company may prospectively amend or terminate at any time at its discretion, unless otherwise stated.

You will be reimbursed for reasonable business expenses in accordance with the Company’s expense reimbursement policy.  However, the Company’s principal place of business is in Philadelphia.  Therefore, you will not be reimbursed for any expenses incurred traveling to Philadelphia from your home.  If you are required to travel from Philadelphia to Warwick, NY, or elsewhere, you will be reimbursed pursuant to the terms of the policy.

Your employment with the Company is at-will, meaning either you or the Company may terminate the employment relationship at any time for any reason, with or without prior notice, and the Company may modify the terms and conditions of employment, including benefits, at its discretion.  This at-will employment relationship cannot be changed by any statement or agreement unless it is in writing, expressly refers to changing your at-will employment

relationship, and is signed by you and an authorized representative of the Company.  This letter supersedes the terms of any prior agreement between you and the Company.

As consideration for your employment with the Company and the benefits offered in this letter and in the NEO Compensation Policy, you are required to execute the enclosed Restrictive Covenant Agreement.

Kindly sign and return a copy of this letter to me.

Sincerely,

Kelly C. Bloss

Chairman of the Board, Independent Director

I accept the above offer of employment:

/s/ Brian Kelley

Brian Kelley

November 12, 2012

Date

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EX-10.2

Exhibit 10.2

October 20, 2014

Brian H. Callahan

1222 Tressler Drive

Fort Washington, PA  19034

Dear Mr. Callahan:

Alteva, Inc. (the “Company”) is pleased to offer you the following terms of employment as the Company’s Executive Vice President, Chief Financial Officer and Treasurer.  This letter is not a contract or a guarantee of any specific term or condition of employment.

You will receive an annual salary of $205,000, subject to applicable taxes and withholding, payable on the company’s regularly scheduled payroll dates.  You will be eligible for certain bonus, long-term incentive, severance and other benefits pursuant to the Company’s Named Executive Officer Compensation Policy (“NEO Compensation Policy”) (enclosed) and other Company policies in place from time to time, all of which the Company may prospectively amend or terminate at any time at its discretion, unless otherwise stated.  You will also receive a one-time bonus of $15,000, subject to applicable employment and withholding taxes, payable on the first regularly scheduled payroll date following your execution and delivery of this letter.

Your employment with the Company is at-will, meaning either you or the Company may terminate the employment relationship at any time for any reason, with or without prior notice, and the Company may modify the terms and conditions of employment, including benefits, at its discretion.  This at-will employment relationship cannot be changed by any statement or agreement unless it is in writing, expressly refers to changing your at-will employment relationship, and is signed by you and an authorized representative of the Company.

As consideration for your employment with the Company and the benefits offered in this letter and the NEO Compensation Policy, you are required to execute the enclosed Restrictive Covenant Agreement.

Kindly sign and return a copy of this letter to me.

Sincerely,

Kelly C. Bloss

Chairman of the Board, Independent Director

I accept the above offer of employment:

/s/ Brian H. Callahan

Brian H. Callahan

November 12, 2014

Date

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EX-10.3

Exhibit 10.3

October 20, 2014

Mardoqueo Marquez, Jr.

1109 Sykesville Road

Williamstown, NJ  08094

Dear Mr. Marquez:

Alteva, Inc. (the “Company”) is pleased to offer you the following terms of employment as the Company’s Executive Vice President, Chief Technology Officer.  This letter is not a contract or a guarantee of any specific term or condition of employment.

You will receive an annual salary of $180,000, subject to applicable taxes and withholding, payable on the company’s regularly scheduled payroll dates.  You will be eligible for certain bonus, long-term incentive, severance and other benefits pursuant to the Company’s Named Executive Officer Compensation Policy (“NEO Compensation Policy”) (enclosed) and other Company policies in place from time to time, all of which the Company may prospectively amend or terminate at any time at its discretion, unless otherwise stated.  You will also receive a one-time bonus of $15,000, subject to applicable employment and withholding taxes, payable on the first regularly scheduled payroll date following your execution and delivery of this letter.

Your employment with the Company is at-will, meaning either you or the Company may terminate the employment relationship at any time for any reason, with or without prior notice, and the Company may modify the terms and conditions of employment, including benefits, at its discretion.  This at-will employment relationship cannot be changed by any statement or agreement unless it is in writing, expressly refers to changing your at-will employment relationship, and is signed by you and an authorized representative of the Company.

As consideration for your employment with the Company and the benefits offered in this letter and the NEO Compensation Policy, you are required to execute the enclosed Restrictive Covenant Agreement.

Kindly sign and return a copy of this letter to me.

Sincerely,

Kelly C. Bloss

Chairman of the Board, Independent Director

I accept the above offer of employment:

/s/ Mardoqueo Marquez, Jr.

Mardoqueo Marquez, Jr.

November 12, 2014

Date

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EX-10.4

Exhibit 10.4

October 20, 2014

William K. Birnie

1326 Pinebrook Court

Maple Glen, PA  19002

Dear Mr. Birnie:

Alteva, Inc. (the “Company”) is pleased to offer you the following terms of employment as the Company’s Executive Vice President, Chief Marketing Officer.  This letter is not a contract or a guarantee of any specific term or condition of employment.

You will receive an annual salary of $180,000, subject to applicable taxes and withholding, payable on the company’s regularly scheduled payroll dates.  You will be eligible for certain bonus, long-term incentive, severance and other benefits pursuant to the Company’s Named Executive Officer Compensation Policy (“NEO Compensation Policy”) (enclosed) and other Company policies in place from time to time, all of which the Company may prospectively amend or terminate at any time at its discretion, unless otherwise stated.  You will also receive a one-time bonus of $15,000, subject to applicable employment and withholding taxes, payable on the first regularly scheduled payroll date following your execution and delivery of this letter.

Your employment with the Company is at-will, meaning either you or the Company may terminate the employment relationship at any time for any reason, with or without prior notice, and the Company may modify the terms and conditions of employment, including benefits, at its discretion.  This at-will employment relationship cannot be changed by any statement or agreement unless it is in writing, expressly refers to changing your at-will employment relationship, and is signed by you and an authorized representative of the Company.

As consideration for your employment with the Company and the benefits offered in this letter and the NEO Compensation Policy, you are required to execute the enclosed Restrictive Covenant Agreement.

Kindly sign and return a copy of this letter to me.

Sincerely,

Kelly C. Bloss

Chairman of the Board, Independent Director

I accept the above offer of employment:

/s/ William K. Birnie

William K. Birnie

November 12, 2014

Date

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EX-10.5

Exhibit 10.5

ALTEVA, INC.

RESTRICTIVE COVENANT AGREEMENT

By this Restrictive Covenant Agreement (the “Agreement”), effective November 12, 2014 (the “Effective Date”), Alteva, Inc., a New York corporation (the “Company”) and [Executive] (“Executive”), agree as follows:

1.Confidentiality.  Executive understands that Executive will receive Confidential Information (defined below) during Executive’s employment with the Company, and agrees to take all reasonably necessary steps to safeguard and protect such Confidential Information against improper disclosure or misuse.  “Confidential Information” means information belonging to the Company and not generally known to the public, including, without limitation: (a) information concerning the business or affairs of the Company, (b) trade secrets and intellectual property, (c) development or marketing strategy concerning Company products or services, (d) fees, costs and pricing structures, (e) proprietary databases, (f) accounting and business methods, (g) vendor or client lists and information, (h) proprietary software, code, or networking technology, and (i) business strategies, acquisition plans and candidates, financial or other performance data and personnel lists and data; provided that Confidential information shall not include information that is generally known by the public at the time of disclosure to the Executive if such disclosure is through no direct or indirect fault of the Executive or persons acting on Executive’s behalf; and provided further that Executive shall be free to communicate, if necessary to exercise Executive’s legal rights, with any government agency, including, without limitation, the U.S. Equal Employment Opportunity Commission and analogous agencies.

2.Return of Property.  Upon termination of Executive’s employment or at any time the Company requests, Executive agrees to return all Company property and copies thereof, including Confidential Information, in Executive’s possession or control, regardless of where or how it is stored.  If Executive is ever compelled to produce Confidential Information under court order or other process, Executive will give the Company notice, provide the Company an opportunity to object, and will not disclose any more Confidential Information than is absolutely required to comply with any lawful request.

3.Non-Competition.  During Executive’s employment and for one year following the termination of Executive’s employment with the Company (the “Separation Date”) Executive will not: (a) accept employment with, serve as a consultant for, perform services for, or otherwise carry on business for any entity engaged in the Business (defined below) within the Restricted Territory, where Executive provides such employment or service either in a capacity similar to Executive’s Role with the Company or in a capacity that will likely require Executive to use or rely on Confidential Information; or (b) directly or indirectly own, operate, manage, control, or participate in the ownership, operation, or control of any Restricted Company that does business in the Restricted Territory (defined below),  provided that nothing in this Section prohibits Executive from passively owning up to five percent (5%) of the outstanding stock of a publicly traded corporation that competes with the Company, so long as Executive is not active in the management or operations of such corporation.  “Business” means any business providing cloud-based or traditional telecommunications services to businesses or consumers.  “Restricted Territory” means (x) any jurisdiction in which the Company operates the Business, (y) any jurisdiction where the Company has actively solicited customers and (z) any jurisdiction in

which the Company has planned for or seriously considered doing business as evidenced by documented sales and marketing plans, in each case, during the Executive’s employment with the Company.

4.Customer Non-Solicitation.  During Executive’s employment and for one year following the Separation Date, Executive will not directly or indirectly contact, solicit, or do business with any customer of the Company with whom Executive worked or had contact while employed by the Company, for the purpose of causing, inviting or encouraging such customer to do business with another entity or to cease doing business with the Company.

5.Employee Non-Solicitation.  During Executive’s employment and for one year following the Separation Date, Executive will not directly or indirectly contact, solicit, recruit or hire any employee of the Company with whom Executive worked or had contact for the purpose of causing, inviting, or encouraging any such employee to alter or terminate his or her employment or business relationship with the Company.

6.Acknowledgments; Injunctive Relief.  Executive agrees that the restrictions contained in this Agreement are reasonable and necessary and do not impose a greater restraint than necessary to protect the Company’s legitimate business interests.  Executive acknowledges that: (a) the Company is engaged in the Business has a protectable business interest in its Confidential Information, customers, suppliers and employees; (b) solely as a result of Executive’s employment with the Company, Executive has had and will have access to and familiarity with those protectable business interests; (c) Executive has received good and adequate consideration for the covenants of this Agreement, in that the Executive is highly compensated, has been given employment as an executive with the Company, and has received equity compensation, eligibility for severance compensation, and other employment benefits; and (d) the restrictions of this Section are reasonable in scope because Executive has operated and will operate on the Company’s behalf throughout the Restricted Territory.  Accordingly, Executive agrees that, if Executive breaches this Agreement, the Company will be irreparably harmed and entitled to an injunction restraining any breach, as well as its attorneys’ fees, costs, expenses in seeking the injunction, and all other rights to which it is entitled.  The period of time during which Executive is subject to this Agreement shall be extended for that amount of time Executive is in breach of it.

7.Subsequent Employment.  For a period of twelve (12) months following the Separation Date, Executive will: (a) prior to commencing employment with any new employer (“New Employment”), inform the Company of Executive’s job duties for the new employer, as well as the new employer’s name, address and telephone number; and (b) deliver a copy of this Agreement to any such new employer.  Should the Company determine that the New Employment would violate Section 3 of this Agreement, it shall object to the New Employment in writing, and if the parties cannot resolve the Company’s objection, they shall submit to a neutral third party (the “Neutral”) the question whether the New Employment would violate Section 3, and the Neutral’s decision shall be binding, provided that if Executive begins the New Employment before the Neutral issues a decision, the Company shall have all rights to seek judicial relief of any kind.

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8.Proprietary Rights.

(a)Executive acknowledges that all Work Product (defined below) and Intellectual Property Rights (defined below) shall be the sole and exclusive property of the company.  “Work Product” means all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever that Executive produces, authors, amends or reduces to practice Executive’s employment that relates to the business or contemplated business, research or development of the Company, and any copies thereof. “Intellectual Property Rights” means all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights in the Work Product arising in any jurisdiction throughout the world, and all related rights of priority under international conventions.

(b)Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company.  To the extent that the foregoing does not apply, the Executive irrevocably assigns to the Company, for no additional consideration, Executive’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein.

(c)During and after Executive’s employment, Executive agrees to reasonably cooperate with the Company to (i) apply for, obtain, perfect and transfer to the Company the Work Product and an Intellectual Property Right in the Work Product in any jurisdiction in the world; and (ii) maintain, protect and enforce the same.  Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in Executive’s name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s request.  The power of attorney is coupled with an interest and shall not be effected by the Executive’s subsequent incapacity.

9.Governing Law and Venue.  Executive and the Company agree that the venue of any disputes concerning or related to Executive’s employment or this Agreement will be New York.  The parties agree that this Agreement is governed by the laws of New York, without regard to principles of conflict of laws of New York or any other jurisdiction.

10.Severability.  Should any provision of this Agreement be enforceable only if modified, or if any portion of this Agreement shall be held unenforceable and thus severed, such modification or severance shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.  Any court of competent jurisdiction is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications

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warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law.

11.Assignment.  This Agreement is personal to Executive and Executive may not assign it.  The Company may assign it to any assign or successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company.

12.Headings.  Section headings used in this Agreement are for convenience of reference only and shall not affect the meaning of any provision of this Agreement.

13.Entire Agreement.  This Agreement and the documents referred to in it constitute the entire agreement between Executive and the Company concerning the subject matter herein.  Neither Executive nor the Company may amend this Agreement without the written consent of the other.

ALTEVA, INC.
By:
	Name:
	Title:
[Executive]:
[Executive]

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EX-10.6

Exhibit 10.6

ALTEVA, INC.

NAMED EXECUTIVE OFFICER COMPENSATION POLICY

1.Applicability.  This Named Executive Officer Compensation Policy (the “Policy”), effective October 20, 2014, applies to all named executive officers (“Executives”) of Alteva, Inc., a New York Corporation (the “Company”), and is intended to assist the Company in attracting, motivating and retaining Executives.

2.Bonus and Long-Term Incentive.

(a)A discretionary performance bonus may be paid to Executives for the Company’s fiscal year entirely at the discretion of the Company’s Board of Directors (the “Board”).  The decision whether to award a bonus and the applicable performance criteria will be determined by the Board and/or its Compensation Committee, but will be based in significant part on the Company’s meeting certain revenue and earnings projections.  Any discretionary performance bonus will be paid within a reasonable time following the Company’s receipt of final audited financial statements for the year to which any bonus is attributable.

(b)Executives will be eligible to participate in the Amended and Restated Warwick Valley Telephone Company 2008 Long-Term Incentive Plan or any amended or successor plan (the “LTIP”), in accordance with the terms of the LTIP documents and applicable grant agreements.

3.Termination Without Cause.  If the Company terminates an Executive’s employment without Cause (as defined in the LTIP) and the Executive executes and does not revoke a release, in form and substance satisfactory to the Company, which releases the Company, its affiliates and their employees and agents from all claims related to the Executive’s employment with the Company within the time period set forth in the release (the “Release”), then the Executive will receive severance equal to 3 weeks of base salary for every full year of service the Executive has provided to the Company, up to a maximum of 6 months of severance.  Severance payments will be paid as salary continuation, in a series of separate payments for purposes of Section 409A (defined below), in accordance with the Company’s standard payroll practice, commencing on the first payroll period falling at least 8 days after the Executive executes and returns the Release.

4.Change in Control.   If the Company terminates an Executive’s employment without Cause within twelve (12) months following a Change in Control (as defined in the LTIP, except that the term “Agreement” in subpart (ii) of that definition shall refer to this Policy), and the Executive executes and does not revoke the Release within the time period set forth in the Release, then the Executive will be entitled to severance equal to one year of his or her then base salary.  Severance payments will be paid as salary continuation, in a series of separate payments for purposes of Section 409A (defined below), in accordance with the Company’s standard payroll practice, commencing on the first payroll period falling at least 8 days after the Executive executes and returns the Release.

5.Board Discretion.  The Board has the authority to (a) administer this Policy; and (b) prospectively amend or terminate this Policy at any time for any reason, in each case, at its sole discretion, provided that neither the Board nor any administrator of this Policy, including a Company successor, may amend, derogate from or terminate Section 4 of this Policy (including any such action with respect to the LTIP that would have such an effect on Section 4 of this Policy) within twelve (12) months following a Change in Control.

6.Compliance with Section 409A.  Any payments made under this Policy are intended to be either exempt from or compliant with Section 409A of the Internal Revenue Code and its Treasury Regulations (collectively, “Section 409A”), but the Company does not guarantee the tax treatment of payments hereunder.  If an Executive is a “specified employee” under Section 409A on the date of the Executive’s separation from service, no deferral of compensation payable because of the Executive’s separation from service shall be paid to the Executive until six (6) months have elapsed following the separation from service (the “Delayed Payment Period”) or, if earlier, the date of the Executive’s death following such separation from service.  All such amounts withheld during the Delayed Payment Period will be immediately payable following the Delayed Payment Period, and any payments that remain outstanding shall be paid over the time period originally scheduled under the terms of this Policy.

7.Employment At-Will.  Nothing in this Policy shall modify the at-will employment status of an Executive’s employment with the Company.

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