Common use of Deferred Issuance Date Clause in Contracts

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then the following limitation shall apply: No Shares or other amounts which become issuable or distributable under this Agreement upon Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A.

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this AgreementAgreement comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A..

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then the following limitation shall apply: • No Shares or other amounts which become issuable or distributable under this Agreement upon Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. • To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A..

Deferred Issuance Date. (a) Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. (b) It is the intention of the parties that the provisions of this Agreement comply with all applicable requirements of Section 409A of the Code. To Accordingly, to the extent there is any ambiguity as to whether any provision one or more provisions of this Agreement as so amended would otherwise contravene one or more the applicable requirements or limitations of Code Section 409A, such then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the applicable Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A..

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision . (c) For purposes of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409AAgreement, the term Separation from Service shall have the meaning ascribed to such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 6. Each installment There is hereby added to Appendix A of Shares issuable pursuant to this each Restricted Stock Unit Issuance Agreement shall be treated as a separate payment for purposes the following definition of Code Section 409A.Employment Agreement:

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then the following limitation limitations shall apply: - No Shares shares of Common Stock or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant until the date of Participant’s Separation from Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. - No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A..

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then the following limitation limitations shall apply: • No Shares shares of Common Stock or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant until the date of Participant’s Separation from Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. • No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A..

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision . (c) For purposes of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409AAgreement, the term Separation from Service shall have the meaning ascribed to such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 6. Each installment There is hereby added to Appendix A of Shares issuable pursuant to this the Restricted Stock Unit Issuance Agreement shall be treated as a separate payment for purposes the following definition of Code Section 409A.Employment Agreement:

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from Service cessation of Employee status shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his Separation from Service due to such cessation of Employee status or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision . (c) For purposes of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409AAgreement, the term Separation from Service shall have the meaning ascribed to such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 6. Each installment The definition of Shares issuable pursuant Employment Agreement set forth in Appendix A of each Restricted Stock Unit Issuance Agreement is hereby amended in its entirety to this Agreement shall be treated read as a separate payment for purposes of Code Section 409A.follows:

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this the Award may be deemed to create a deferred compensation arrangement under Code Section 409A409A of the Code, then the following limitation shall limitations will apply: : (a) No Shares or other amounts which become issuable or distributable under this Agreement upon Participant’s Separation from Service shall will actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A409A of the Code, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyAdministrator, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2)) of the Code. The deferred Shares or other distributable amount shall will be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death. As used herein, “Separation from Service” means the Participant’s cessation of Continuous Service that is considered a separation from service under Treasury Regulations Section 1.409A-1(h). (b) To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A409A of the Code, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A of the Code and the Treasury Regulations thereunder. . (c) Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A.409A of the Code.

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then the following limitation shall apply: No Shares or other amounts which become issuable or distributable under this Agreement upon Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the 8 applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A.

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder. Accordingly, to the extent Participant there is subject any ambiguity as to taxation in whether one or more provisions of this Agreement as so amended would otherwise contravene the United States and this Award may be deemed to create a deferred compensation arrangement under requirements or limitations of Code Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the following limitation requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. Any installment payments to which Participant becomes entitled hereunder shall apply: No Shares or other amounts be treated as a right to a series of separate payments for purposes of Code Section 409A. (b) Notwithstanding Section 6, no shares of Common Stock which become issuable or distributable under this Agreement upon by reason of the Participant’s Separation from Service shall actually be issued or distributed to the Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service or (ii) the date of the Participant’s death, if the Participant is deemed deemed, pursuant to the procedures established by the Compensation Committee in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non-qualified deferred compensation plans of the Corporation and the applicable employee group, at the time of such Separation from Service to be a “specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, employee,” and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount specified employees subject to such a delayed commencement date shall be issued or distributed in a lump sum identified on December 31 of each calendar year. If the first day Participant is so identified on any such December 31, he shall have specified employee status for the twelve (12)-month period beginning on April 1 of the seventh following calendar year. (7thc) month following For purposes of this Agreement, the date of Participant’s term Separation from Service or, if earlier, shall have the first day of the month immediately following the date the Company receives proof of Participant’s death. To the extent there is any ambiguity as meaning ascribed to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 3. Each installment Except as modified by this Amendment Agreement, all the terms and conditions of Shares issuable pursuant each Restricted Stock Unit Issuance Agreement subject to this Amendment Agreement shall be treated as a separate payment for purposes of Code Section 409A.continue in full force and effect.

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A409A by reason of a deferral election made pursuant to Paragraph 8 above or otherwise, then the following limitation limitations shall apply: - No Shares shares of Common Stock or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant until the date of Participant’s Separation from Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. - No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A..

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception.” (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision . (c) For purposes of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409AAgreement, the term Separation from Service shall have the meaning ascribed to such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 9. Each installment The definition of Shares issuable pursuant Employment Agreement set forth in Appendix A of the February 2007 Agreement is hereby amended in its entirety to read as follows, and Appendix A of each of the Form Agreements is hereby amended to include the following definition of Employment Agreement: “Employment Agreement shall mean the Employment Agreement between the Participant and the Corporation dated August 15, 2007 and as amended effective January 1, 2009.” 10. The definitions of Involuntary Termination and Misconduct set forth in Appendix A of each of the Form Agreements are each hereby deleted in their entirety. 11. The definition of Good Reason set forth in Appendix A of the February 2007 Agreement is hereby deleted in its entirety. 12. Except as modified by this Amendment Agreement, all the terms and conditions of each Restricted Stock Unit Issuance Agreement subject to this Amendment Agreement shall be treated as a separate payment for purposes of Code Section 409A.continue in full force and effect.

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then the following limitation shall apply: No Shares or other amounts which that become issuable or distributable under this Agreement upon Participant’s Separation from Service shall actually be issued or distributed to Participant prior to before the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder. Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A.

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision . (c) For purposes of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409AAgreement, the term Separation from Service shall have the meaning ascribed to such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 5. Each installment The definition of Shares issuable pursuant Employment Agreement set forth in Appendix A of the Restricted Stock Unit Issuance Agreement is hereby amended in its entirety to this Agreement shall be treated read as a separate payment for purposes of Code Section 409A.follows:

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception.” (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision . (c) For purposes of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409AAgreement, the term Separation from Service shall have the meaning ascribed to such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 6. Each installment The definition of Shares issuable pursuant Employment Agreement set forth in Appendix A of each Restricted Stock Unit Issuance Agreement is hereby amended in its entirety to this Agreement shall be treated read as a separate payment for purposes of Code Section 409A.follows:

Deferred Issuance Date. Notwithstanding any provision to (a) It is the contrary in intention of the parties that the provisions of this Agreement, as amended by the Amendment Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent Participant there is subject any ambiguity as to taxation whether one or more provisions of this Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the United States requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Award Agreement may be deemed to create a deferred compensation an arrangement under Code subject to the requirements of Section 409A, then the following limitation shall apply: No no Shares or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s Separation from cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision . (c) For purposes of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409AAgreement, the term Separation from Service shall have the meaning ascribed to such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of term under Code Section 409A and the Treasury Regulations issued thereunder.” 9. Each installment The definition of Shares issuable pursuant Employment Agreement set forth in Appendix A of the February 2007 Agreement is hereby amended in its entirety to read as follows, and Appendix A of each of the Form Agreements is hereby amended to include the following definition of Employment Agreement: “Employment Agreement shall mean the Employment Agreement between the Participant and the Corporation dated August 15, 2007 and as amended effective January 1, 2009.” 10. The definitions of Involuntary Termination and Misconduct set forth in Appendix A of each of the Form Agreements are each hereby deleted in their entirety. 11. The definition of Good Reason set forth in Appendix A of the February 2007 Agreement is hereby deleted in its entirety. 12. Except as modified by this Amendment Agreement, all the terms and conditions of each Restricted Stock Unit Issuance Agreement subject to this Amendment Agreement shall be treated as a separate payment for purposes of Code Section 409A.continue in full force and effect.

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this Award may be deemed to create a deferred compensation arrangement under Code Section 409A409A by reason of a deferral election made pursuant to Paragraph 8 above or otherwise, then the following limitation limitations shall apply: • No Shares shares of Common Stock or other amounts which become issuable or distributable under this Agreement upon by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant until the date of Participant’s Separation from Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. • No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyCorporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company Corporation receives proof of Participant’s death. To the extent there is any ambiguity as to whether any provision • No amounts that vest and become payable under Paragraph 5 of this Agreement would otherwise contravene one or more requirements or limitations by reason of Code Section 409A, such provisions a Change in Control shall be interpreted and applied distributed to Participant at the time of such Change in Control, unless that transaction also qualifies as a manner that does not result change in a violation of the applicable requirements or limitations of control event under Code Section 409A and the Treasury Regulations thereunder. Each installment thereunder and (if applicable) Participant’s deferral election under Paragraph 8 of Shares issuable pursuant to this Agreement provides for a distribution upon such an event. In the absence of such a qualifying change in control, the distribution shall not be treated as a separate payment for purposes made until the date on which those amounts become distributable in accordance with Participant’s deferral election under Paragraph 8 of Code Section 409A.this Agreement or (if there is no such election) the provisions of Paragraph 7(a) of this Agreement.

Deferred Issuance Date. Notwithstanding any provision to the contrary in this Agreement, to the extent Participant is subject to taxation in the United States and this the Award may be deemed to create a deferred compensation arrangement under Code Section 409A409A of the Code, then the following limitation shall limitations will apply: : (a) No Shares or other amounts which become issuable or distributable under this Agreement upon Participant’s Separation from Service shall will actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A409A of the Code, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the CompanyAdministrator, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2)) of the Code. The deferred Shares or other distributable amount shall will be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death. As used herein, “Separation from Service” means Participant’s cessation of Continuous Service that is considered a separation from service under Treasury Regulations Section 1.409A-1(h). (b) To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A409A of the Code, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A of the Code and the Treasury Regulations thereunder. . (c) Each installment of Shares issuable pursuant to this Agreement shall be treated as a separate payment for purposes of Code Section 409A.409A of the Code.