Common use of Taxes; Section 409A Clause in Contracts

Taxes; Section 409A. The Grantee shall be responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cash, if applicable) payable hereunder. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, to the extent that this Award constitutes deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulations.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that she is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) any, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon, and all amounts payable hereunderhereunder are subject to applicable tax withholdings. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Further”), notwithstanding anything herein any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409A”), but rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that none of the payments to be provided under this Agreement will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous terms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, if and to the extent that this Award constitutes necessary to avoid subjecting Employee to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations409A), the Grantee is a “specified employee” as defined in Section 409A of the Codewhether under this Agreement or any other arrangement, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if payment schedule applicable to such payment or benefit is payable upon benefit. In no event will the Company have any obligation to reimburse or indemnify Employee or any other person for any taxes or costs that may be imposed on Employee or any other person as a termination result of employment. Each Section 409A. In no event will Employee have discretion to determine the taxable year of payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseparation-related payments.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) payable hereunderany, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Further”), notwithstanding anything herein any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409A”), but rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that none of the payments to be provided under this Agreement will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous terms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section l.409A-2(b)(2). Notwithstanding the foregoing, if and to the extent that this Award constitutes necessary to avoid subjecting Employee to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations409A), the Grantee is a “specified employee” as defined in Section 409A of the Codewhether under this Agreement or any other arrangement, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if payment schedule applicable to such payment or benefit is payable upon benefit. In no event will the Company reimburse or indemnify Employee for any taxes or costs that may be imposed on Employee as a termination result of employment. Each Section 409A. In no event will Employee have discretion to determine the taxable year of payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseparation-related payments.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) payable hereunderany, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Further”), notwithstanding anything herein any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409A”), but rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that none of the payments to be provided under this Agreement will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous terms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A- 2(b)(2). Notwithstanding the foregoing, if and to the extent that this Award constitutes necessary to avoid subjecting Employee to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations409A), the Grantee is a “specified employee” as defined in Section 409A of the Codewhether under this Agreement or any other arrangement, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if payment schedule applicable to such payment or benefit is payable upon benefit. In no event will the Company reimburse Employee for any taxes that may be imposed on Employee as a termination result of employment. Each Section 409A. In no event will Employee have discretion to determine the taxable year of payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseparation-related payments.

Taxes; Section 409A. a. The Grantee Company shall be responsible for all withhold taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cash, if applicable) payable hereunder. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs to be made to the Grantee from payments it makes pursuant to this Agreement is intended as it reasonably determines to qualify as a be required by applicable law. b. If any of the benefits set forth in this Agreement are “short-term deferraldeferred compensation” pursuant subject to Section 1.409A-1(b)(4) 409A, any termination of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement employment triggering payment of such RSUs in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, to the extent that this Award constitutes deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes benefits must constitute a “separation from service” within under Section 409A before a distribution of such benefits can commence. For purposes of clarification, this section shall not cause any forfeiture of benefits on the meaning of Section 1.409A-1(h) part of the Treasury Regulations Executive, but shall only act as a delay until such time as a “separation from service” occurs. In addition, if any amount to be paid to the Executive pursuant to this Agreement as a result of the Executive’s separation from service is “deferred compensation” subject to Section 409A, and (ii) if at the time of Executive is a Grantee’s termination of employment with the Company and all “service recipientsSpecified Employee” (as defined in the applicable provision under Section 409A) as of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A date of the CodeExecutive’s separation from service hereunder, and then, to the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is extent necessary in order to prevent avoid the imposition of any accelerated or additional tax increased income taxes, excise taxes or other penalties under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately benefits, if any, scheduled to be paid or provided by Company to the GranteeExecutive hereunder during the first six (6) to month period following the minimum extent necessary to satisfy Section 409A date of the Code a separation from service hereunder shall not be paid until the date that which is the first business day after six (6) months and one day following the Participanthave elapsed since Executive’s termination of employment with the Company (separation from service or the earliest date such earlier time as is may be permitted under Section 409A of the Code), if such payment or benefit is payable upon . Any deferred compensation payments delayed in accordance with the terms of this Section 11 shall be paid in a termination of employment. Each payment of RSUs constitutes a “separate payment” lump sum when paid and shall be adjusted for purposes of earnings in accordance with the applicable short term rate under Section 409A 1274(d) of the Code. . c. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change be interpreted and at all times administered in a manner that avoids the ownership inclusion of compensation in income under Section 409A, or the Company,” a “change payment of increased taxes, excise taxes or other penalties under Section 409A. EMPLOYMENT AGREEMENT d. The parties intend this Agreement to be in compliance with Section 409A. However, the effective control of Executive acknowledges and agrees that Company does not guarantee the Company,” tax treatment or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 1.409A-3(i)(5) of the Treasury Regulations.409A.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) payable hereunderany, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the CodeInternal Revenue Code of 1986, as amended, any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (“Section 409A”), but rather such payments and benefits will be exempt or comply with Section 409A, and any ambiguities or ambiguous terms will be interpreted in such manner. FurtherEach payment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, notwithstanding anything herein to the contrary, if and to the extent that necessary to avoid subjecting Employee to an additional tax under Section 409A, payment of all or a portion of the severance payments or benefits payable under this Award constitutes Agreement and any other separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h409A) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six 6 months and one 1 day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment with Employee’s death. In no event will the Company (or reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A. In no event will Employee have discretion to determine the earliest date as is permitted under Section 409A taxable year of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseverance payments.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) any, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon, and all amounts payable hereunderhereunder are subject to applicable tax withholdings. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Further”), notwithstanding anything herein any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409 A”), but rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that none of the payments to be provided under this Agreement will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous te1ms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section l.409A-2(b)(2). Notwithstanding the foregoing, if and to the extent that this Award constitutes necessary to avoid subjecting Employee to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations409A), the Grantee is a “specified employee” as defined in Section 409A of the Codewhether under this Agreement or any other arrangement, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if payment schedule applicable to such payment or benefit is payable upon benefit. In no event will the Company reimburse or indemnify Employee for any taxes or costs that may be imposed on Employee as a termination result of employment. Each Section 409A. In no event will Employee have discretion to determine the taxable year of payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseparation -related payments.

Taxes; Section 409A. The Grantee shall be responsible It is intended that the payments provided for all taxes due in connection herein are intended to comply with the grant or vesting or any payment or transfer with respect to the RSUs and Shares terms of Section 409A (and cash, if applicable“Section 409A”) payable hereunder. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. In the event, however, that any such payments are determined to be made subject to Section 409A, then the Grantee Company may make such adjustments as are reasonably required to comply with such section, including delaying any such payments that would have been required to be paid to you pursuant to this Agreement during the first six months following the Termination Date until the end of such six-month period in accordance with the requirements of Section 409A. In addition, any expense reimbursement under Section 2(e), 3(a) or 13(b) hereof shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by you, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. The termination of your employment on January 14, 2008 is intended to qualify as a constitute an “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, to the extent that this Award constitutes deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of RSUs constitutes a “separate paymentinvoluntary termination” for purposes of Section 409A 409A. Without limiting the generality of the Codeforegoing, the amount of time that you will provide to the Company as consultant in paragraph 2(d) shall be less than 20% of the time spent by you in performing services for TSI Holdings and the Company for the thirty-six months preceding the Termination Date. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Codepreceding, a “Change in Control” the Company makes no representations regarding the tax treatment of any payments hereunder, and you shall be responsible for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of any and all applicable taxes, other than the Company’s assets,” as such terms are defined share of employment taxes on the payments during the Transition Period described in Section 1.409A-3(i)(5) of the Treasury Regulations2.

Taxes; Section 409A. The Grantee All amounts payable hereunder shall be responsible for subject to any and all taxes due in connection applicable taxes, as required by applicable Federal, state, local and foreign laws and regulations. It is intended that this Agreement, and the rights and obligations created hereunder shall comply with section 409A of the grant or vesting Internal Revenue Code of 1986 (as amended, the “Code”) and the regulations promulgated thereunder so as not to subject the Executive to the payment of interest or any payment or transfer with respect to the RSUs and Shares (and cash, if applicable) payable hereunder. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with Section additional tax under section 409A of the Code. FurtherIn furtherance thereof, notwithstanding anything herein if payment of any amount hereunder that is subject to section 409A of the Code at the time specified in this Agreement would subject such amount to any additional tax under section 409A of the Code, the payment of such amount shall be postponed to the contraryearliest commencement date on which the payment of such amount could be paid without incurring such additional tax. If the immediately preceding sentence requires a deferral of any amount, any payments so deferred shall accumulate and accrue interest, compounded annually, at the applicable federal short- term rate specified under section 1274(d) of the Code from the date such payments would otherwise have been made. In addition, to the extent that this Award constitutes deferred compensation for purposes of Section any regulations or other guidance issued under section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) after application of the Treasury Regulations and (iipreceding sentences of this Section 10(a) if at after the time date hereof would result in Executive being subject to the payment of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section interest or any additional tax under section 409A of the Code, and the deferral of parties hereto agree, to the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary extent reasonably possible, to amend this Agreement in order to prevent avoid the imposition of any accelerated such interest or additional tax under Section section 409A of the Code, then which such amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company will defer and Executive, provided that it does not materially increase the commencement obligation of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationshereunder.