Common use of Code Section 409A Matters Clause in Contracts

Code Section 409A Matters. (a) It is the intention of the Company and Employee that the payments, benefits and rights to which Employee could be entitled pursuant to this Agreement comply with or be exempt from Section 409A of the Code (or any successor provision thereto), to the extent that the requirements of Section 409A of the Code are applicable thereto, after application of all available exemptions (including without limitation the “short-term deferral rule” and “involuntary separation pay plan exception”). The provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement contravenes any applicable regulations or Treasury guidance promulgated under Section 409A of the Code, or would cause Employee to incur any additional tax, interest or penalty under Section 409A of the Code, the Company and Employee agree in good faith to reform this Agreement to comply with Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. The Company makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A. (b) For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A of the Code. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) If required to comply with Section 409A of the Code (but only to the extent so required), a termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code (excluding death) and, for purposes of any provision of this Agreement, references to “termination of employment,” “termination,” or like terms shall mean “Separation from Service” (excluding death). (d) If any payment due under this Agreement is conditioned upon the execution of a release of claims, and if the period for consideration of the release (and any revocation period) spans two (2) of Employee’s tax years, then such payment shall be made on the later of (i) the first business day following the end of the revocation period, or (ii) the first business day of the second taxable year. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) any such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. (f) Notwithstanding anything in this Agreement to the contrary, in the event that the Employee is a “specified employee” (as determined under Section 409A of the Code) at the time of the separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being paid or made available to the Employee until after six (6) months from the Termination Date that constitutes a separation from service within the meaning of Section 409A of the Code, to the extent that such delay is necessary in order to comply with the requirements of Section 409A of the Code.

Code Section 409A Matters. (a) It is the intention The intent of the Company parties is that payments and Employee that the payments, benefits and rights to which Employee could be entitled pursuant to under this Agreement comply with or be exempt from Section 409A of the Code (or to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding any successor provision thereto)provisions of this Agreement to the contrary, to the extent that the requirements of Section 409A of the Code are applicable thereto, after application of all available exemptions (including without limitation the “short-term deferral rule” and “involuntary separation pay plan exception”). The provisions of this Agreement shall be construed required in a manner consistent with that intention. If any provision of this Agreement contravenes any applicable regulations order to avoid accelerated taxation or Treasury guidance promulgated under Section 409A of the Code, or would cause Employee to incur any additional tax, interest or penalty tax penalties under Section 409A of the Code, the Company and Employee agree in good faith shall not be considered to reform this Agreement to comply have terminated employment with Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part purposes of this Agreement and no payments shall be due to the same extent as though expressly set forth herein. The Company makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A. (b) For purposes 6 of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee is entitled under this Agreement shall until the Employee would be treated as considered to have incurred a separate payment “separation from service” from the Company within the meaning of Section 409A of the Code. In additionFor purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent permissible required to avoid an accelerated or additional tax under Section 409A of the Code, any series of installment payments amounts reimbursable to the Employee under this Agreement shall be treated as a right paid to a series of separate payments. (c) If required to comply with Section 409A the Employee on or before the last day of the Code year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (but only and in-kind benefits provided to the extent so required)Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, a termination however, that with respect to any reimbursements for any taxes which the Employee would become entitled to under the terms of employment the Agreement, the payment of such reimbursements shall not be deemed to have occurred for purposes made by the Company no later than the end of the calendar year following the calendar year in which the Employee remits the related taxes were incurred. Notwithstanding any provisions of this Agreement providing for to the payment of any amounts or benefits upon or following a termination of employment unless such termination contrary, if the Employee is also a “Separation from Servicespecified employee” (within the meaning of Section 409A of the Code (excluding death) andand determined pursuant to any policies adopted by the Company consistent with Section 409A of the Code), for purposes at the time of any provision of this Agreement, references to “termination of employment,” “termination,” or like terms shall mean “Separation the Employee’s separation from Service” (excluding death). (d) If any payment due under this Agreement is conditioned upon the execution of a release of claims, service and if the period for consideration any portion of the release (payments or benefits to be received by the Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and any revocation period) spans two (2) of cannot be paid or provided to the Employee during the six-month period immediately following the Employee’s tax years, then such payment shall be made on the later of (i) the first business day following the end of the revocation period, or (ii) the first business day of the second taxable year. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) any such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. (f) Notwithstanding anything in this Agreement to the contrary, in the event that separation from service without the Employee is a “specified employee” (as determined incurring taxes, interest or penalties under Section 409A of the Code) at , such amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the time of six-month period immediately following the Employee’s separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being will instead be paid or made available to on the Employee until earlier of (i) first business day after the date that is six (6) months from following the Termination Date that constitutes a Employee’s separation from service within and (ii) the meaning of Section 409A of the Code, to the extent that such delay is necessary in order to comply with the requirements of Section 409A of the CodeEmployee’s death.

Code Section 409A Matters. (ai) It This Agreement is intended to comply with, and shall be interpreted consistent with the intention of the Company and Employee that the paymentsapplicable requirements of, benefits and rights to which Employee could be entitled pursuant to this Agreement comply with or be exempt from Code Section 409A of the Code (or and any successor provision thereto), to the extent that the requirements of Section 409A of the Code are applicable thereto, after application of all available exemptions (including without limitation the “short-term deferral rule” and “involuntary separation pay plan exception”). The ambiguous provisions of this Agreement shall will be construed in a manner consistent with that intention. If any provision of this Agreement contravenes any applicable regulations or Treasury guidance promulgated under Section 409A of the Code, or would cause Employee to incur any additional tax, interest or penalty under Section 409A of the Code, the Company and Employee agree in good faith to reform this Agreement to comply with Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted compliant with or exempt from the application of Code Section 409A. Executive shall have no right to specify the calendar year during which any payment hereunder shall be made. (ii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. The Company makes no representation made in accordance with respect to the tax treatment of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse Treasury Regulations Section 1.409A-3(i)(1)(iv) such that any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A. (b) For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A of the Code. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) If required to comply with Section 409A of the Code (but only to the extent so required), a termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code (excluding death) and, for purposes of any provision of this Agreement, references to “termination of employment,” “termination,” or like terms shall mean “Separation from Service” (excluding death). (d) If any payment due under this Agreement is conditioned upon the execution of a release of claims, and if the period for consideration of the release (and any revocation period) spans two (2) of Employee’s tax years, then such payment shall be made on the later of (i) the first business day following the end of the revocation period, or (ii) the first business day of the second taxable year. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement reimbursements or in-kind benefits is will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this Agreement, other than with respect to medical benefits provided under Section 3(b), during Executive’s taxable year may not subject to liquidation affect the amounts reimbursed or exchange for another benefitin-kind benefits provided in any other taxable year, and (iiiB) any such payments the reimbursement of an eligible expense shall be made on or before the last day of EmployeeExecutive’s taxable year following the taxable year in which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit. (fiii) Notwithstanding anything in this Agreement to the contrary, in the event that the Employee If Executive is a “specified employee” (as determined under Section 409A of the Code) at the time of the separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being paid or made available to the Employee until after six (6) months from the Termination Date that constitutes a separation from service within the meaning of Code Section 409A as of his Date of Termination, distributions or benefits that are subject to Code Section 409A shall be made under this Agreement on the later of (A) the date that such distribution or benefit is otherwise to be provided under this Agreement and (B) the earlier of (x) the first business day that occurs following the expiration of six months after Executive’s Date of Termination or (y) the date of Executive’s death. The severance payments under Section 3(a) are deferred compensation subject to the foregoing provision. In addition, in the event of a payment delayed under this Section 3(g)(iii), the Company agrees to pay to Executive, as of the Codedate it makes the delayed payment, simple interest on such delayed amount at the applicable Federal rate provided for in Code Section 7872(f)(2)(A), based on the number of days the payment was delayed. If Executive disagrees with the Company’s determination that Code Section 409A requires such six-month delay with respect to a payment or benefit, such payment or benefit can be made prior to such delayed payment date if Executive agrees in writing (in the extent form approved by the Company) that such delay is necessary in order should the IRS subsequently assert that some or all of the payments or benefits made pursuant to this Agreement do not comply with the requirements of Code Section 409A, then (i) Executive agrees that he is solely responsible for all taxes, excise taxes, penalties and interest resulting from such determination, and that he will not seek contribution, reimbursement or any other recovery from the Company or any of its affiliates, officers, employees or directors for any taxes, excise taxes, interest or penalties paid or due or any costs he incurs in challenging such position of the IRS, and (ii) Executive will reimburse, and hold the Company, its affiliates, officers, employees or directors harmless for, any costs, including attorneys fees and costs of court, penalties or fees, that it may incur in connection with a later determination that the payments made pursuant to this Agreement are covered by Code Section 409A of the Codeand were not properly reported as such.

Code Section 409A Matters. (a) It is the intention The intent of the Company parties is that payments and Employee that the payments, benefits and rights to which Employee could be entitled pursuant to under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (or the “Code”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding any successor provision thereto)provisions of this Agreement to the contrary, to the extent that the requirements of Section 409A of the Code are applicable thereto, after application of all available exemptions (including without limitation the “short-term deferral rule” and “involuntary separation pay plan exception”). The provisions of this Agreement shall be construed required in a manner consistent with that intention. If any provision of this Agreement contravenes any applicable regulations or Treasury guidance promulgated under Section 409A of the Code, or would cause Employee order to incur any additional tax, interest or penalty avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Company and Employee agree in good faith Executive shall not be considered to reform this Agreement to comply have terminated employment with Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part purposes of this Agreement and no payments shall be due to the same extent as though expressly set forth herein. The Company makes no representation with respect to the tax treatment Executive under Section 8 of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A. (b) For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee is entitled under this Agreement shall until the Executive would be treated as considered to have incurred a separate payment “separation from service” from the Company within the meaning of Section 409A of the Code. In additionFor purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent permissible required to avoid an accelerated or additional tax under Section 409A of the Code, any series of installment payments amounts reimbursable to the Executive under this Agreement shall be treated as a right paid to a series of separate payments. (c) If required to comply with Section 409A the Executive on or before the last day of the Code year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (but only and in-kind benefits provided to the extent so required)Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, a termination however, that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of employment the Agreement, the payment of such reimbursements shall not be deemed to have occurred for purposes made by the Company no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes were incurred. Notwithstanding any provisions of this Agreement providing for to the payment of any amounts or benefits upon or following a termination of employment unless such termination contrary, if the Executive is also a “Separation from Servicespecified employee” (within the meaning of Section 409A of the Code (excluding death) andand determined pursuant to any policies adopted by the Company consistent with Section 409A of the Code, for purposes at the time of any provision of this Agreement, references to “termination of employment,” “termination,” or like terms shall mean “Separation the Executive’s separation from Service” (excluding death). (d) If any payment due under this Agreement is conditioned upon the execution of a release of claims, service and if the period for consideration any portion of the release (payments or benefits to be received by the Executive upon separation from service would be considered deferred compensation under Section 409A of the Code and any revocation period) spans two (2) of Employee’s tax years, then such payment shall cannot be made on paid or provided to the later of (i) Executive during the first business day six-month period immediately following the end of Executive’s separation from service without the revocation periodExecutive incurring taxes, interest or (ii) the first business day of the second taxable year. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) any such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. (f) Notwithstanding anything in this Agreement to the contrary, in the event that the Employee is a “specified employee” (as determined penalties under Section 409A of the Code) at , such amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the time of six-month period immediately following the Executive’s separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being will instead be paid or made available to on the Employee until earlier of (i) first business day after the date that is six (6) months from following the Termination Date that constitutes a Executive’s separation from service within and (ii) the meaning of Section 409A of the Code, to the extent that such delay is necessary in order to comply with the requirements of Section 409A of the CodeExecutive’s death.

Code Section 409A Matters. (a) It This Restricted Stock Unit award is the intention of the a “nonqualified deferred compensation arrangement” subject to Code Section 409A. The Company and Employee has attempted in good faith to structure this Restricted Stock Unit award in a manner that the payments, benefits and rights conforms to which Employee could be entitled pursuant to this Agreement comply with or be exempt from Section 409A of the Code (or any successor provision thereto), to the extent that the requirements of Code Section 409A 409A(a)(2), (3) and (4) and any ambiguities herein will be interpreted to so conform with these requirements to the maximum extent permissible. To the extent the IRS challenges whether this award in fact complies with Code Section 409A(a)(2), (3) and (4), the Employee shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. Any subsequent deferral election, if permitted in the Company’s sole discretion, shall comply with the subsequent deferral election rules of Code Section 409A(a)(4)(C). Notwithstanding anything else to the contrary in this Agreement or in the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4). Notwithstanding anything to the contrary contained in the Plan or this Agreement, any acceleration of the Distribution Date that occurs pursuant to Section 4 above and/or Section 14(c) of the Plan shall only occur on a Change in Control (as defined in the Plan) that qualifies as a “change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined under Code are applicable theretoSection 409A. In addition, after application of all available exemptions (including without limitation the “short-term deferral rule” and “involuntary separation pay plan exception”). The provisions of this Agreement shall be construed in a manner consistent with that intention. If notwithstanding any provision of this Agreement contravenes any applicable regulations or Treasury guidance promulgated under including Section 409A of the Code, or would cause Employee to incur any additional tax, interest or penalty under Section 409A of the Code, the Company and Employee agree in good faith to reform this Agreement to comply with Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. The Company makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A. (b) For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A of the Code. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) If required to comply with Section 409A of the Code (but only to the extent so required), a termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code (excluding death) and, for purposes of any provision of this Agreement, references to “termination of employment,” “termination,” or like terms shall mean “Separation from Service” (excluding death). (d) If any payment due under this Agreement is conditioned upon the execution of a release of claims, and if the period for consideration of the release (and any revocation period) spans two (2) of Employee’s tax years, then such payment shall be made on the later of (i) the first business day following the end of the revocation period, or (ii) the first business day of the second taxable year. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) any such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. (f) Notwithstanding anything in this Agreement 3 above to the contrary, in if at the event that time of the Employee Employee’s Termination Date he or she is a “specified employee” (as determined under defined in Code Section 409A 409A), and if and only if the deferral of payment (distribution of Shares) as a result of the Code) at the time Employee’s termination of the separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being paid or made available to the Employee until after six (6) months from the Termination Date that constitutes a separation from service within the meaning of Section 409A of the Code, to the extent that such delay is necessary in order to comply with prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the requirements Distribution Date shall be delayed until the earlier of Section 409A (1) that date that is six months following the date on which occurs the Employee’s separation from service or (2) the date of the CodeEmployee’s death following his or her separation from service.

Code Section 409A Matters. This Restricted Stock Unit award is a “nonqualified deferred compensation arrangement” subject to Code Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award (aincluding any deferral elections made in connection with such award) It is the intention of the Company and Employee in a manner that the payments, benefits and rights conforms to which Employee could be entitled pursuant to this Agreement comply with or be exempt from Section 409A of the Code (or any successor provision thereto), to the extent that the requirements of Code Section 409A 409A(a)(2), (3) and (4), and any ambiguities herein will be interpreted to so comply with these requirements to the maximum extent permissible. To the extent the IRS challenges whether this award in fact conforms with Code Section 409A(a)(2), (3) and (4), the Director shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. To the Code are applicable thereto, after application of all available exemptions extent this award contemplates multiple Distribution Dates (including without limitation as a result of a deferral election), each amount to be paid (Shares to be distributed) hereunder on any particular Distribution Date is designated as a separate payment and such payments will not collectively be treated as a single payment. Any subsequent deferral election shall comply with the “short-term subsequent deferral rule” and “involuntary separation pay plan exception”election rules of Section 409A(a)(4)(C) (which, as relevant to this award, are set forth on the election form attached hereto as Exhibit A). The provisions of Notwithstanding anything else to the contrary in this Agreement shall be construed or the Plan, the Company may accelerate distribution of Shares under this Agreement only in a manner consistent accordance with that intentionTreas. If Reg. §1.409A-3(j)(4). In addition, and notwithstanding any provision of this Agreement contravenes any applicable regulations or Treasury guidance promulgated under including Section 409A of the Code, or would cause Employee to incur any additional tax, interest or penalty under Section 409A of the Code, the Company and Employee agree in good faith to reform this Agreement to comply with Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. The Company makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A. (b) For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A of the Code. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) If required to comply with Section 409A of the Code (but only to the extent so required), a termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code (excluding death) and, for purposes of any provision of this Agreement, references to “termination of employment,” “termination,” or like terms shall mean “Separation from Service” (excluding death). (d) If any payment due under this Agreement is conditioned upon the execution of a release of claims, and if the period for consideration of the release (and any revocation period) spans two (2) of Employee’s tax years, then such payment shall be made on the later of (i) the first business day following the end of the revocation period, or (ii) the first business day of the second taxable year. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) any such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. (f) Notwithstanding anything in this Agreement 4 above to the contrary, in if at the event that time of the Employee Director’s Termination Date he or she is a “specified employee” (as determined under defined in Code Section 409A 409A), and if and only if the deferral of payment or distribution of Shares as a result of the Code) at the time Director’s termination of the separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being paid or made available to the Employee until after six (6) months from the Termination Date that constitutes a separation from service within the meaning of Section 409A of the Code, to the extent that such delay services is necessary in order to comply with prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the requirements Distribution Date shall be delayed until the earlier of (1) that date that is six months following the date on which occurs the Director’s separation from service or (2) the date of the Director’s death following his or her separation from service. Notwithstanding anything to the contrary contained in the Plan or this Agreement, (1) any acceleration of the Distribution Date that occurs pursuant to Section 17 of the Agreement shall only occur on a transaction that qualifies as a “change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined under Code Section 409A; and (2) for all purposes under this Agreement and to the extent permitted under Code Section 409A, the Director shall have a “separation from service” as defined under Code Section 409A of upon the CodeTermination Date.

Code Section 409A Matters. (a) It is the intention of the Company and Employee Executive that the payments, benefits and rights to which Employee Executive could be entitled pursuant to this Agreement comply with or be exempt from Section 409A of the Code (or any successor provision thereto), to the extent that the requirements of Section 409A of the Code are applicable thereto, after application of all available exemptions (including without limitation the “short-term deferral rule” and “involuntary separation pay plan exception”). The provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement contravenes any applicable regulations or Treasury guidance promulgated under Section 409A of the Code, or would cause Employee Executive to incur any additional tax, interest or penalty under Section 409A of the Code, the Company and Employee Executive agree in good faith to reform this Agreement to comply with Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. The Company makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse any additional tax, interest or penalties that may be imposed on Employee Executive under Code Section 409A. (b) For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A of the Code. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) If required to comply with Section 409A of the Code (but only to the extent so required), a termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code (excluding death) and, for purposes of any provision of this Agreement, references to “termination of employment,” “termination,” or like terms shall mean “Separation from Service” (excluding death). (d) If any payment due under this Agreement is conditioned upon the execution of a release of claims, and if the period for consideration of the release (and any revocation period) spans two (2) of EmployeeExecutive’s tax years, then such payment shall be made on the later of (i) the first business day following the end of the revocation period, or (ii) the first business day of the second taxable year. (e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) any such payments shall be made on or before the last day of EmployeeExecutive’s taxable year following the taxable year in which the expense was incurred. (f) Notwithstanding anything in this Agreement to the contrary, in the event that the Employee Executive is a “specified employee” (as determined under Section 409A of the Code) at the time of the separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being paid or made available to the Employee Executive until after six (6) months from the Termination Date that constitutes a separation from service within the meaning of Section 409A of the Code, to the extent that such delay is necessary in order to comply with the requirements of Section 409A of the Code.

Code Section 409A Matters. (a) It is To the intention of extent applicable, the Company and Employee parties hereto intend that the payments, benefits and rights to which Employee could be entitled pursuant to this Agreement comply with or be exempt from Code Section 409A of the including, if applicable, compliance with any exemptions from Code (or any successor provision thereto), to the extent Section 409A. The parties hereby agree that the requirements of Section 409A of the Code are applicable thereto, after application of all available exemptions (including without limitation the “short-term deferral rule” and “involuntary separation pay plan exception”). The provisions of this Agreement shall at all times be construed in a manner consistent to comply with that intention. If any provision (or be exempt from) Code Section 409A. Notwithstanding the amendment provisions of this Agreement contravenes any applicable regulations or Treasury guidance promulgated under Section 409A of the Code, or would cause Employee to incur any additional tax, interest or penalty under Section 409A of the Code13, the Company and Employee agree in good faith shall have unilateral authority to reform amend this Agreement if necessary to comply with with, or be exempt from, Code Section 409A of the Code. Furthermore, in the event that any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, the Company will have the discretion, without violating the provisions of Section 409A of the Code or the Treasury guidance thereunder, to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary or appropriate to avoid the imposition of any excise tax or other penalty with respect to such payment or benefit under Section 409A of the Code. Any provision required for compliance with Section 409A of the Code that is omitted from this Agreement shall be incorporated herein by reference 409A. If and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. The Company makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement, and in no event will Company be liable for, pay or reimburse any additional tax, interest or penalties that may be imposed on Employee required under Code Section 409A. (b) For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which Employee is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A of the Code. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) If required to comply with Section 409A of the Code (but only to the extent so required), a termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code (excluding death) and, for purposes of any provision of this Agreement409A, references to “termination of employment,” “termination,” or like terms similar phrases shall mean have the meaning given the term “Separation separation from Serviceservice” (excluding deathunder Regulation Section 1.409A-1(h). (d) If . The parties also agree that in no event shall any payment due under required to be made pursuant to this Agreement that is conditioned upon considered deferred compensation within the execution meaning of a release of claims, and if the period for consideration of the release Code Section 409A (and any revocation periodis not otherwise exempt from the provisions thereof) spans two (2) be accelerated or delayed in violation of Employee’s tax yearsCode Section 409A. In addition, then such payment shall be made on the later of parties agree that if (i) if the first business day following the end Executive is a key employee (as defined in Section 416(i) of the revocation periodCode without regard to paragraph (5) thereof), or then (ii) the first business day of the second taxable year. (e) With regard to any provision herein payments that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by are considered deferred compensation under Code Section 409A409A (and are not otherwise exempt from the provisions thereof) cannot be paid to the Executive until the lapse of six (6) months after his or her separation from service (or, (i) the right to reimbursement if earlier, his or in-kind benefits is not subject to liquidation or exchange for another benefither death), and (iii) any such payments shall that would otherwise be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. (f) Notwithstanding anything in this Agreement to the contrary, in the event that the Employee is a “specified employee” (as determined under Section 409A of the Code) at the time of the separation from service triggering the payment or provision of benefits, any payment or benefit under this Agreement which is determined to provide for a deferral of compensation pursuant to Section 409A of the Code shall not commence being paid or made available to the Employee until after within six (6) months from after the Termination Date that constitutes a Executive’s separation from service shall be paid in lump sum within ten (10) days after the lapse of such six (6) month period (or, if earlier, upon his or her death) and all other payments shall be made as would ordinarily have been made under the provisions of this Agreement. In no event shall the Company exercise its right of set off in Section 8(a) and Section 13(b) in such a way that would cause a payment that is considered deferred compensation within the meaning of Code Section 409A to be accelerated or deferred in violation of the Code, Code Section 409A. If and to the extent that such delay applicable under Code Section 409A, each payment hereunder is necessary in order intended to comply with constitute a separate payment from each other payment for purposes of Regulation Section 1.409A-2(b)(2). Neither the requirements of Section 409A Company, its Affiliates, nor their respective directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the CodeAgreement.