Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs if these four conditions are met: a. The grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangements; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs triggered by separation from service where the distribution otherwise would be within six months after the separation. · Any delayed payment shall be made on the date six months after separation from service. · During the six-month delay period, accelerated distribution will be permitted in the event of the grantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the 409A regulations. · Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. The RSUs granted pursuant to this Agreement are intended to comply with Section 409A of the Internal Revenue Code (the “Code”) or an exemption thereunder and shall be construed and administered in accordance with Code Section 409A. Any payments under the Agreement that may be excluded from Code Section 409A as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. If your RSUs constitute a “deferral of compensation” under Code Section 409A and are not otherwise exempt as a short-term deferral based on Internal Revenue Service regulations and guidance, then the timing of settlement of your RSUs will be subject to applicable limitations under Code Section 409A; specifically, the RSUs will be subject to the Company’s “Compliance Rules Under Code Section 409A” (the “409A Compliance Rules”), including the following restrictions on settlement: Settlement of the RSUs under Section 2(c), 2(d), 2(e), and 2(f) following a termination of employment will be subject to the requirement that the termination constitutes a “separation from service” under Treas. Reg. § 1.409A-1(h) and subject to the six-month delay rule under Section 2(b)(ii) of the 409A Compliance Rules if at the time of separation from service you are a “Specified Employee,” as defined in Treas. Reg. § 1.409A-1(i), provided that no dividend or dividend equivalents will be paid, accrued, or accumulated in respect of the period during which settlement was delayed. Any reference to a termination of employment in Section 2 or otherwise in this Agreement shall occur on the date that you incur a separation from service under Treas. Reg. § 1.409A-1(h). As more fully provided for in the Plan, notwithstanding any provision herein, in any Award, or in the Plan to the contrary, the terms of any Award shall be limited to those terms permitted under Code Section 409A, including all applicable regulations and administrative guidance thereunder (“Section 409A”), and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.

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Special Distribution Rules to Comply with Code Section 409A. In the event that any Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”),(1) the timing of settlement of such Restricted Stock Units will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) Settlement of the Restricted Stock Units upon Xxxxxxx’s termination by the Company not for Cause or termination by Grantee for Good Reason during the specified period following a Change in Control will be subject to the requirement that the termination constitute a “separation from service” under Treasury Regulation § 1.409A-1(h), and subject to the six-month delay rule under Plan Section 19(a)(iii)(B). (ii) Other applicable provisions of Plan Section 19(a) will apply to such Restricted Stock Units.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under

Special Distribution Rules to Comply with Code Section 409A. To the extent that the Performance Shares constitutes a “deferral of compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”), based on Internal Revenue Service regulations and guidance in effect at the date of grant, the timing of settlement of your Performance Shares will be subject to applicable limitations under Code Section 409A and Section 11(k) of the Plan. By way of example, settlement of the Performance Shares under Section 6(c) upon a Qualifying Termination will be subject to the requirement that the termination constitute a “separation from service” under Treasury Regulation Section 1.409A-1(h), and subject to the six-month payment delay rule under Section 11(k)(i)(D)(2) of the Plan if at the time of separation from service you are a Section 409A Specified Employee, as defined in Section 2 of the Plan.

Special Distribution Rules to Comply with Code Section 409A. The Performance Share Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), based on Internal Revenue Service regulations and guidance in effect on the Award Date. As a result, the timing of settlement of your Performance Share Units will be subject to applicable limitations under Code Section 409A. Specifically, the Performance Share Units will be subject to Plan Section 14(c), including the following restrictions on settlement: (i) Settlement of the Performance Share Units under Section 6(c) upon a Qualifying Termination will be subject to the requirement that the termination constitute a “separation from service” under Treas. Reg. § 1.409A-1(h), and subject to the six-month delay rule below if at the time of separation from service you are a “Specified Employee”; provided that no dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period during which settlement was delayed. Notwithstanding any provision to the contrary in the Plan or in this Agreement, if you are deemed on the date of your termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any such payment under the Award, to the extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” within the meaning of Code Section 409A, and (ii) the date of your death. (ii) Settlement of the Performance Share Units under Sections 6(a) or 6(b) in the event of a Change in Control will occur only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. § 1.409A-3(i)(5) and only if your Retirement under Section 6(a) or Termination Not for Cause under Section 6(b) constitute a “separation from service” under Treas. Reg. § 1.409A-1(h).

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