Common use of Tax Treatment; Section 409A Clause in Contracts

Tax Treatment; Section 409A. Grantee may incur tax liability as a result of issuance, vesting, or payment of any Award or amount payable or paid under this Agreement or the disposition of any resulting shares of Stock. Grantee should consult his or her own tax adviser for tax advice. Notwithstanding any other provision of this Agreement, any issuance of shares or payment of amounts payable under this Agreement that occurs in connection with Grantee’s Separation from Service and that is subject to Section 409A of the Code and does not satisfy any applicable exception will be delayed for six months from the date of Grantee’s Separation from Service if Grantee is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code) determined in accordance with the methodology established by the Company as in effect on the date of such Separation from Service. In addition, Grantee acknowledges that the Committee, in the exercise of its sole discretion and without Grantee’s consent, may amend or modify this Agreement in any manner and delay the payment of any amounts payable pursuant to this Agreement to the minimum extent necessary to satisfy the requirements of Section 409A of the Code. The Company will provide Grantee with notice of any such amendment or modification. This Section does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments or to take any other actions or to indemnify Grantee for any failure to do so. Each amount to be paid under this Agreement will be construed as a separate identified payment for purposes of Section 409A of the Code.