Common use of Other Compliance Provisions Clause in Contracts

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) For U.S. taxpayers, any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections, as applicable to U.S. taxpayers) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A. (ix) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) For U.S. taxpayers, any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections, as applicable to U.S. taxpayers) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Unitsthe Grantee’s Bonus: (i) Each tranche Payment of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx 409A Bonus may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of a 409A RSUsBonus, without changing the settlement payment terms of such 409A RSUsBonus. (iiiii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iii) Any election to defer payment of the Bonus must comply with the election timing rules under Code Section 409A. (iv) Any restriction imposed on 000X XXXx a 409A Bonus hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit Bonus that is not a 000X XXX 409A Bonus except to the extent necessary to preserve the status of such Restricted Stock Unit Bonus as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx a 409A Bonus or other RSUs, or related dividend equivalents or other related rights, Bonus to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement payment of Restricted Stock Units the Bonus during a specified period following the Determination Date or other date triggering a right to settlementpayment, the Grantee shall have no influence on any determination as to the tax year in which the settlement payment will be made. (vii) In the case of any Restricted Stock Unit Bonus that is not a 000X XXX409A Bonus, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX409A Bonus, such right may only be exercised at the time the 000X XXX 409A Bonus would have been settledpaid, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement payment date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) For U.S. taxpayers, any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “"deferral of compensation” " under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections, as applicable to U.S. taxpayers) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX409A RSU, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX409A RSU, such right may only be exercised at the time the 000X XXX 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a given Measurement Date or on account of a separate Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units:Units (including, if so specified, non-409A RSUs): (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X 400X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.409A. (iiiii) It If Employee is entitled under any agreement with the Company to accelerated vesting of non-409A RSUs upon a Termination for "Good Reason," it is understood that such Good Reason for purposes of this Agreement is will be limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2), and any amendment to such other agreement to so qualify such definition of Good Reason shall apply to the non-409A RSUs hereunder. (iii) Any election to defer settlement of RSUs must comply with the election timing rules under the Deferred Compensation Plan and with election timing rules under Section 409A. (iv) Any restriction imposed on 000X 400X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit an RSU that is not a 000X 400X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit RSU as not being a “"deferral of compensation” " under Code Section 409A. (v) If any mandatory term required for 000X 400X XXXx or other RSUs, or related dividend equivalents or other related rights, non-409A RSUs to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) Each tranche of RSUs shall be deemed a separate payment for purposes of Section 409A. In addition, any pro rata portion of a given tranche of RSUs under any pro rationing rule set forth in this Agreement, calculated from the stated vesting date of the previously vesting tranche (or grant date, in the case of any settlement of Restricted Stock Units during a specified the first tranche) until December 31, or calculated for that tranche for the period following from January 1 until the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination end of the Grantee’s Continuous Status as an Employee Company's then current fiscal year, or Consultant calculated for that tranche for the period from the beginning of the fiscal year until the next stated vesting date (or Non-Employee Director has not anniversary of grant if there is no vesting in fact resulted immediately without an election by the Granteethat year), then only the Company or shall be deemed a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right separate payment for purposes of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) For U.S. taxpayers, any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “"deferral of compensation” " under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx 409A RSUs or other RSUsRestricted Stock Units, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections, as applicable to U.S. taxpayers) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX409A RSU, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX409A RSU, such right may only be exercised at the time the 000X XXX 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) For U.S. taxpayers, any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “"deferral of compensation” " under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections, as applicable to U.S. taxpayers) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX409A RSU, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX409A RSU, such right may only be exercised at the time the 000X XXX 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “"deferral of compensation” " under Code Section 409A. (v) If any mandatory term required for 000X XXXx 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX409A RSU, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX409A RSU, such right may only be exercised at the time the 000X XXX 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) For U.S. taxpayers, any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “"deferral of compensation” " under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx 409A RSUs or other RSUsRestricted Stock Units, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections, as applicable to U.S. taxpayers) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX409A RSU, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX409A RSU, such right may only be exercised at the time the 000X XXX 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any restriction imposed on 000X XXXx 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “"deferral of compensation” " under Code Section 409A. (v) If any mandatory term required for 000X XXXx 409A RSUs or other RSUsRestricted Stock Units, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX409A RSU, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX409A RSU, such right may only be exercised at the time the 000X XXX 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iiiii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iii) For U.S. taxpayers, any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections, as applicable to U.S. taxpayers) on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units:Units (including, if so specified, non-409A RSUs): (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X 400X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.409A. (iiiii) It If Employee is entitled under any agreement with the Company to accelerated vesting of non-409A RSUs upon a Termination for "Good Reason," it is understood that such Good Reason for purposes of this Agreement is will be limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2), and any amendment to such other agreement to so qualify such definition of Good Reason shall apply to the non-409A RSUs hereunder. (iii) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under the Deferred Compensation Plan and with election timing rules under Section 409A. (iv) Any restriction imposed on 000X 400X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit an RSU that is not a 000X 400X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit RSU as not being a “"deferral of compensation” " under Code Section 409A. (v) If any mandatory term required for 000X 400X XXXx or other RSUs, or related dividend equivalents or other related rights, non-409A RSUs to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could is scheduled to vest at or following a Determination separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorConsultant) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units:Units (including, if so specified, non-409A RSUs): (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.409A. (iiiii) It If Employee is entitled under any agreement with the Company to accelerated vesting of non-409A RSUs upon a Termination for “Good Reason,” it is understood that such Good Reason for purposes of this Agreement is will be limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2), and any amendment to such other agreement to so qualify such definition of Good Reason shall apply to the non-409A RSUs hereunder. (iii) Any election to defer settlement of RSUs must comply with the election timing rules under the Deferred Compensation Plan and with election timing rules under Section 409A. (iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit an RSU that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit RSU as not being a “deferral of compensation” under Code Section 409A. (v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, non-409A RSUs to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vi) Each tranche of RSUs shall be deemed a separate payment for purposes of Section 409A. In addition, any pro rata portion of a given tranche of RSUs under any pro rationing rule set forth in this Agreement, calculated from the stated vesting date of the previously vesting tranche (or grant date, in the case of any settlement of Restricted Stock Units during a specified the first tranche) until December 31, or calculated for that tranche for the period following from January 1 until the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made. (vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination end of the GranteeCompany’s Continuous Status as an Employee then current fiscal year, or Consultant calculated for that tranche for the period from the beginning of the fiscal year until the next stated vesting date (or Non-Employee Director has not anniversary of grant if there is no vesting in fact resulted immediately without an election by the Granteethat year), then only the Company or shall be deemed a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viii) If the Company has a right separate payment for purposes of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a given Measurement Date or on account of a separate Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.

Other Compliance Provisions. The following provisions apply to Restricted Stock Units: (i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at the end of the Performance Period or following on account of a separate Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. (ii) The settlement of 000X XXXx may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorConsultant) of 409A RSUs, without changing the settlement terms of such 409A RSUs. (iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). (iv) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A. (v) Any restriction imposed on 000X XXXx hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. (vvi) If any mandatory term required for 000X XXXx or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein. (vivii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made. (viiviii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the circumstances arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. (viiiix) If the Company has a right of setoff that could apply to a 000X XXX, such right may only be exercised at the time the 000X XXX would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.