Common use of Section 409A of the Code Clause in Contracts

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s termination of employment shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s termination of employment shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 1417, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A Anything in this Agreement to the contrary notwithstanding, if at the time of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the ParticipantExecutive’s termination of employment shall not be delivered until the date that the Participant incurs a “separation from service” service within the meaning of Section 409A of the Code (orCode, if the Participant Company determines that the Executive is a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and the regulations promulgated thereunder, such benefit shall not be provided until the date that is the earlier of (A) six months following and one day after the date of such “Executive’s separation from service”). If , or (B) the Company determines after the Grant Date Executive’s death. (b) The parties intend that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding will be administered in accordance with Section 14, make such an amendment, effective as 409A of the Grant Date or any later date, without Code. To the consent of the Participant. Notwithstanding extent that any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of is ambiguous as to its compliance with Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties provision shall be the exclusive obligation read in such a manner so that all payments hereunder comply with Section 409A of the ParticipantCode. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (c) The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The Company makes no representation or warranty and shall have no liability thereforto the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code Performance Share Awards granted pursuant to this Agreement are intended to be exempt from, or (b) comply in all respects with with, the requirements of Section 409A of the Code and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the regulations promulgated thereundercontrary in this Agreement, such that no delivery of Shares pursuant to this Agreement will result in if at the imposition of taxation or penalties as a consequence time of the application Employee’s termination of Section 409A of Employment, the Code. Shares in respect of any Restricted Stock Units that (i) constitute Employee is a “nonqualified deferred compensationspecified employee,” as defined below, any and all amounts payable under Section 409A this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the Code and date of termination, shall instead be paid on the next business day following the expiration of such six (ii6) vest as a consequence of month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment employment” and correlative phrases shall not be delivered until the date that the Participant incurs construed to require a “separation from service” within (as defined in Section 1.409A-1(h) of the meaning Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A 4999 of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A of the Code, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code or (b) comply in all respects with regulations thereunder. Severance benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of short-term deferral and/or as exempt separation pay to the application of maximum extent permitted under Section 409A of the Code. Shares in respect , and this Agreement shall be construed consistent with that intent. (b) For purposes of any Restricted Stock Units that (i) constitute “the limitations on nonqualified deferred compensation” as defined compensation under Section 409A of the Code and (ii) vest Code, each payment of nonqualified deferred compensation under the Agreement shall be treated as a consequence separate payment of such compensation for purposes of applying the Section 409A of the Participant’s termination Code deferral election rules and the exclusion from Section 409A of employment shall not be delivered until the Code for certain short-term deferral amounts. (c) If, as of the date that of the Participant incurs a Executive’s “separation from service” within the meaning of (as determined under Section 409A of the Code (orCode), if the Participant Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i), then to the extent that any amount or benefit that would be paid or provided to the Executive under this Agreement prior to the first day of the seventh month following the Executive’s “separation from service” constitutes an amount of deferred compensation for purposes of Section 409A of the Code and is considered for purposes of Section 409A of the regulations promulgated thereunderCode to be owed to the Executive by virtue of his or her separation from service, then such amount or benefit will not be paid or provided during the date that is six months six-month period following the date of such “the Executive’s separation from service and instead shall be paid or provided on the first business day that is coincident with or following the first day of the seventh month following the Executive’s separation from service”). If , except to the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Planextent that, in the event that any taxes Company’s reasonable judgment, payment during such six-month period would not cause the Executive to incur additional tax, interest or penalties are imposed on under Section 409A of the Participant by reason Code. (d) Any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the Participant acknowledges requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and agrees (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. (f) To the extent that this Agreement provides for indemnification by the Company and/or the payment or advancement of costs and expenses associated with indemnification, any such amounts shall be paid or advanced to the Executive only in a manner and to the extent that such taxes amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation Section 1.409A-1(b)(10) or penalties that are provided in accordance with Section 409A of the Code. (g) If payment of any amount of “deferred compensation” (as defined under Section 409A of the Code, after giving effect to the exemptions thereunder) is contingent upon the Executive’s taking any employment related action, including but not limited to, execution of a release and waiver of claims, and if the period within which the Executive must take the employment related action would begin in one calendar year and expire in the following calendar year, then, notwithstanding the provisions of the Agreement specifying the date of payment, any payments contingent on such employment-related action shall be the exclusive obligation made in such following calendar year (regardless of the Participantyear of execution of such release) if payment in such following calendar year is required in order to avoid taxes, interest and penalties under Section 409A of the Company shall have no liability thereforCode.

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under It is intended that the provisions of this Agreement comply with Section 409A of the Code (“Code Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s A termination of employment with the Company shall not be delivered until deemed to have occurred for purposes of any provision of this Agreement providing for the date payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment with the Participant incurs Company unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) If, at the Code (ortime of Employee’s separation from service, if the Participant Company makes a good faith determination that Employee is a “specified employee” (within the meaning of Section 409A Code 409A), then to the extent any payment or benefit that Employee becomes entitled to under this Agreement on account of the such separation of service would be considered nonqualified deferred compensation under Code and the regulations promulgated thereunderSection 409, the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, such payment or benefit shall be paid or provided at the date that which is six (6) months following the date of and one day after such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s termination Termination of employment Service shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 1417, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.

Section 409A of the Code. It If the Employee is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as deemed a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s termination of employment shall not be delivered until the date that the Participant incurs a “separation from service” "specified employee" within the meaning of Section 409A of the Code (orCode, if as determined by the Participant is Committee, at a “specified employee” time when the Employee becomes eligible for settlement of the Performance Shares upon his/her "separation from service" within the meaning of Section 409A of the Code and Code, then to the regulations promulgated thereunderextent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (i) the date that is six months following the date of such “Employee's separation from service”)service and (ii) the Employee's death. If It is the intent that this Performance Share Award shall comply with the requirements of Section 409A, and any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company determines after the Grant Date that an amendment deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement is as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A if compliance is not practical; provided, however, that nothing in this paragraph creates an obligation on the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as part of the Grant Date or any later date, without Company to modify the consent of the Participant. Notwithstanding any provision terms of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have makes no liability therefor.representation that the terms of this Performance Share Award Agreement will comply with Section 409A or that payments under this Performance Share Award Agreement will not be subject to taxes, interest and

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s termination of employment Continuous Service shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.

Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s termination cessation of employment Continuous Service shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.

Section 409A of the Code. It To the extent applicable, it is the intention of the Company intended that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined compensation arrangements under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result be in the imposition of taxation or penalties as a consequence of the application of full compliance with Section 409A of the Code. Shares To the extent any provision in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s termination of employment shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, will be in the event that any taxes or penalties are imposed on the Participant by reason violation of Section 409A of the Code, the Participant acknowledges Agreement shall be amended in such manner as the parties may agree such that the Agreement is or remains in compliance with Section 409A of the Code and agrees the intent of the parties is maintained to the maximum extent possible. In particular, to the extent that Employee becomes entitled to a payment or benefit under this Agreement that would constitute a “deferral of compensation” under Section 409A of the Code and the date that the payment would be made or benefit provided does not constitute a permitted distribution date under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, such taxes payment or penalties benefit will be made or provided, to the extent necessary to comply with the provisions of Section 409A of the Code, to Employee on the earlier of (a) Employee’s “separation from service” with the Corporation (determined in accordance with Section 409A of the Code); provided, however, that if Employee is a “specified employee” (within the meaning of Section 409A o the Code), Employee’s date of payment shall be the exclusive obligation date that is six months after the date of Employee’s separation of service with Corporation, or (b) Employee’s death. Reference to Section 409A of the ParticipantCode includes any proposed, and temporary or final regulations, or any other guidance, promulgated with respect to such Section by the Company shall have no liability thereforU.S. Department of the Treasury or the Internal Revenue Service.