Common use of Withholding; Section 409A Clause in Contracts

Withholding; Section 409A. (a) The Participant acknowledges and agrees that any income or other taxes due with respect to this Award or any shares of Stock to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. The Participant authorizes the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligations. (b) Unless the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and the sales prices actually achieved. (c) If the Participant is determined to be a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then, to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Company makes no representation that any payments and benefits provided under this Agreement will comply with or will be exempt from Section 409A, and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

Withholding; Section 409A. (a) 25.1 The Participant acknowledges and agrees that any income or other taxes due with respect Company will have the right to this Award or any shares of Stock to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participantamount payable hereunder any Federal, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, state and local taxes in each case, in an amount sufficient in the opinion of order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. 25.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such withholding obligation. The Participant authorizes payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to withhold such amounts as be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be necessary excluded from Section 409A of the Code either as separation pay due to satisfy an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the applicable federalCode to the maximum extent possible. For purposes of Section 409A of the Code, state each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and local withholding tax requirements to the extent that may arise such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” 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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with this Award the Executive’s separation from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligations. (b) Unless the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and the sales prices actually achieved. (c) If the Participant service is determined to be a constitute “specified employeenonqualified deferred compensation” within the meaning of Section 409A and the Treasury regulations thereunder Company determines that the Executive is a “specified employee” as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then, to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax defined under Section 409A, for purposes then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of this Agreementthe Termination Date or, all references to of earlier on the Executive’s death (the “termination Specified Employee Payment Date”). The aggregate of Employment” and correlative phrases any payments that would otherwise have been paid before the Specified Employee Payment Date shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect paid to the presumptions contained therein)Executive in a lump sum on the Specified Employee Payment Date and thereafter, an remaining payments shall be paid without delay in accordance with their original schedule. (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the 25.5 The Company makes no representation that or warranty and shall have no liability to the Executive or any payments and benefits provided under other person if any provisions of this Agreement will comply with are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or will be exempt from Section 409Athe conditions of, and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

Withholding; Section 409A. (a) The Participant acknowledges Company may deduct and agrees that any income or other taxes due with respect to this Award or any shares of Stock withhold from the payments to be delivered pursuant made to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of Executive hereunder any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause amounts required to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of and withheld by the Company to satisfy such withholding obligation. The Participant authorizes under the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant provisions of any liability for satisfying his applicable statute, law, regulation or her tax obligationsordinance now or hereafter enacted. (b) Unless For purposes of Section 409A of the Company notifies Internal Revenue Code of 1986 and the Participant in writing before regulations issued thereunder (“Section 409A”), each of the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant payments that may be made under this Agreement shall be deemed to be a separate payment. With respect to the time of payment of any amounts under this Agreement that are deemed to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and taxed in respect terms of short-term capital gains or losses that reflect like import) shall mean “separation from service” within the difference in meaning of Section 409A. Notwithstanding any provision to the withholding tax liability such date and contrary contained herein, if the sales prices actually achieved. (c) If the Participant Executive is determined to be treated as a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning termination of Section 409A and the Treasury regulations thereunderhis employment, then, any payment otherwise required to be made to the extent necessary Executive on account of such termination of employment which is properly treated as deferred compensation subject to prevent any accelerated or additional tax under Section 409A of the Code409A, the settlement and delivery of any shares of Stock hereunder upon such separation from service will shall be delayed until the first business day following the earlier of: of (a1) the date that is six months and one day following the Participant’s separation from service and such termination of employment, or (b2) the Participantdate of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent necessary the Executive is entitled to prevent receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any accelerated other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or additional tax exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, for purposes of as applicable, and this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. that intent. Notwithstanding the foregoing, the Company makes no representation that any payments and benefits provided under this Agreement will comply with or will Executive shall be exempt from Section 409Asolely responsible, and in no event shall the Company or any of its affiliates be liable shall have no liability, for all or any portion of any taxes, penaltiesacceleration of taxes, interest or other expenses that may be incurred by the Participant on account of non-compliance penalties arising under Section 409A with Section 409A.respect to any amounts payable under this Agreement.

Withholding; Section 409A. (a) The Participant acknowledges Company may withhold from any and agrees that any income or other taxes due with respect to this Award or any shares of Stock to be delivered pursuant to all amounts payable under this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. The Participant authorizes the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the Parties is that may arise in connection with payments and benefits under this Award from any amounts otherwise owed Agreement be exempt from, or comply with, Section 409A of the Code, and accordingly, to the Participantmaximum extent permitted, but nothing this Agreement shall be interpreted and administered to be in accordance therewith. The Company makes no representation that any or all of the payments described in this sentence Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. Fusfield understands and agrees that Fusfield shall be construed as relieving Participant solely responsible for the payment of any liability taxes and penalties incurred under Section 409A. For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement is treated as a right to receive a series of separate and distinct payments. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for satisfying his purposes of Section 409A of the Code, (A) all expenses or her tax obligations. (b) Unless the Company notifies the Participant in writing other reimbursements hereunder will be made on or before the date on last day of the taxable year following the taxable year in which a PSU vests and/or settles hereundersuch expenses were incurred by Fusfield, the number of shares of Stock necessary (B) any right to satisfy the minimum statutory withholding tax obligations on the vesting date reimbursement or settlement date, as applicable, in-kind benefits will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant may not be subject to liquidation or exchange for another benefit, and taxed (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in respect of shortany taxable year will in any way affect the expenses eligible for reimbursement, or in-term capital gains or losses that reflect the difference in the withholding tax liability such date and the sales prices actually achieved. (c) If the Participant is determined kind benefits to be provided, in any other taxable year. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a “specified employee” within the meaning termination of Section 409A and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” Notwithstanding anything to the Treasury regulations thereundercontrary in this Agreement, thenif Fusfield is deemed on the date of termination to be a “specified employee” within the meaning under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of Fusfield, and (B) the date of Fusfield’s death, to the extent necessary to prevent any accelerated or additional tax required under Section 409A of the Code, . Upon the settlement and delivery expiration of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreementforegoing delay period, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Company makes no representation that any payments and benefits provided delayed pursuant to this Section 16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to Fusfield in a lump sum, and any remaining payments and benefits due under this Agreement will comply be paid or provided in accordance with the normal payment dates specified for them herein. Any amounts payable under this Agreement that are contingent on the execution or re-execution and non-revocation of the Release Agreement and involves a consideration time period that begins in one calendar year and ends in the next calendar year, will be exempt from Section 409A, paid as soon as practicable in the second calendar year even if Fusfield signed the Release Agreement and such release becomes irrevocable in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.first calendar year.

Withholding; Section 409A. (a) The Participant acknowledges and agrees that All payments made by the Company under this Agreement shall be reduced by any income tax or other taxes due with respect to this Award or any shares of Stock amounts required to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of withheld by the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. The Participant authorizes the Company to withhold such amounts as may be necessary to satisfy the under applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligationslaw. (b) Unless For purposes of this Agreement, “Section 409A” means Section 409A of the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number Internal Revenue Code of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date1986, as applicableamended, will be released by and the Participant on Treasury Regulations promulgated thereunder (and such date other Treasury or Internal Revenue Service guidance) as in effect from time to an intermediary and sold in order to satisfy such withholding tax obligationstime. The Participant will parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A shall be responsible for all third-party administration processing fees compliant with Section 409A. Notwithstanding anything in connection with such sale. In additionthis Agreement to the contrary, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and event that the sales prices actually achieved. (c) If the Participant Executive is determined deemed to be a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s Executive is not “separation from servicedisabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A and the Treasury regulations thereunder, then, shall be made to the extent necessary Executive prior to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six (6) months and one day following after the Participantdate of the Executive’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined ​ in Section 1.409A-1(h409A) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the Treasury regulations after giving effect payments that may be made hereunder is designated as a separate and distinct payment and the right to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and a series of installment payments shall be construed deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements for avoiding additional taxes or penalties under of Section 409A. Notwithstanding To the foregoing, the Company makes no representation extent that any payments reimbursements pursuant to Section 4(d) are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and benefits provided under this Agreement will comply with or will be exempt from Section 409Asubstantiation of expenses incurred, and in no event all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(d) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the Company amount of such benefits, reimbursements or in-kind benefits that the Executive receives in any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.taxable year.

Withholding; Section 409A. (a) The Participant acknowledges Company may deduct and agrees that any income or other taxes due with respect to this Award or any shares of Stock withhold from the payments to be delivered pursuant made to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of Executive hereunder any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause amounts required to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of and withheld by the Company to satisfy such withholding obligation. The Participant authorizes under the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant provisions of any liability for satisfying his applicable statute, law, regulation or her tax obligationsordinance now or hereafter enacted. (b) Unless For purposes of Section 409A of the Company notifies Internal Revenue Code of 1986 and the Participant in writing before regulations issued thereunder (“Section 409A”), each of the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant payments that may be made under this Agreement shall be deemed to be a separate payment. With respect to the time of payment of any amounts under this Agreement that are deemed to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and taxed in respect terms of short-term capital gains or losses that reflect like import) shall mean “separation from service” within the difference in meaning of Section 409A. Notwithstanding any provision to the withholding tax liability such date and contrary contained herein, if the sales prices actually achieved. (c) If the Participant Executive is determined to be treated as a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning termination of Section 409A and the Treasury regulations thereunderhis employment, then, any payment otherwise required to be made to the extent necessary Executive on account of such termination of employment which is properly treated as deferred compensation subject to prevent any accelerated or additional tax under Section 409A of the Code409A, the settlement and delivery of any shares of Stock hereunder upon such separation from service will shall be delayed until the first business day following the earlier of: of (a1) the date that is six months and one day following the Participant’s separation from service and such termination of employment, or (b2) the Participantdate of the Executive’s death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive’s estate, as the ​ case may be) equal to the aggregate amount of the payments that were so delayed. To the extent necessary the Executive is entitled to prevent receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any accelerated other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or additional tax exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, for purposes of as applicable, and this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. that intent. Notwithstanding the foregoing, the Company makes no representation that any payments and benefits provided under this Agreement will comply with or will Executive shall be exempt from Section 409Asolely responsible, and in no event shall the Company or any of its affiliates be liable shall have no liability, for all or any portion of any taxes, penaltiesacceleration of taxes, interest or other expenses that may be incurred by the Participant on account of non-compliance penalties arising under Section 409A with Section 409A.respect to any amounts payable under this Agreement.

Withholding; Section 409A. (a) The Participant acknowledges and agrees that All payments made by the Company under this Agreement shall be reduced by any income tax or other taxes due with respect to this Award or any shares of Stock amounts required to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of withheld by the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. The Participant authorizes the Company to withhold such amounts as may be necessary to satisfy the under applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligationslaw. (b) Unless For purposes of this Agreement, “Section 409A” means Section 409A of the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number Internal Revenue Code of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date1986, as applicableamended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be released by compliant with Section 409A. Notwithstanding anything in this Agreement to the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In additioncontrary, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and event that the sales prices actually achieved. (c) If the Participant Executive is determined deemed to be a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s Executive is not “separation from servicedisabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A and the Treasury regulations thereunder, then, shall be made to the extent necessary Executive prior to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six (6) months and one day following after the Participantdate of the Executive’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h409A) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the Treasury regulations after giving effect payments that may be made hereunder is designated as a separate and distinct payment and the right to the presumptions contained therein). a series of installment payments will be deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (dand substantially similar phrases) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed interpreted and interpreted applied in a manner that is consistent with the requirements for avoiding additional taxes or penalties under of Section 409A. Notwithstanding To the foregoing, the Company makes no representation extent that any payments reimbursements pursuant to Section 4(f) are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and benefits provided under this Agreement will comply with or will be exempt from Section 409Asubstantiation of expenses incurred, and in no event all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the Company amount of such benefits, reimbursements or in- kind benefits that the Executive receives in any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.taxable year.

Withholding; Section 409A. (a) The Participant acknowledges Company may deduct and agrees that any income or other taxes due with respect to this Award or any shares of Stock withhold from the payments to be delivered pursuant made to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of Executive hereunder any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause amounts required to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of and withheld by the Company to satisfy such withholding obligation. The Participant authorizes under the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant provisions of any liability for satisfying his applicable statute, law, regulation or her tax obligationsordinance now or hereafter enacted. (b) Unless For purposes of Section 409A of the Company notifies Internal Revenue Code of 1986 and the Participant in writing before regulations issued thereunder ("Section 409A"), each of the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant payments that may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and the sales prices actually achieved. (c) If the Participant is determined made under this Agreement shall be deemed to be a “separate payment. With respect to the time of payment ​ of any amounts under this Agreement that are deemed to be "deferred compensation" subject to Section 409A, references to "termination of employment" (and terms of like import) shall mean "separation from service" within the meaning of Section 409A. Notwithstanding any provision to the contrary contained herein, if the Executive is treated as a "specified employee” " within the meaning of Section 409A and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning termination of Section 409A and the Treasury regulations thereunderher employment, then, any payment otherwise required to be made to the extent necessary Executive on account of such termination of employment which is properly treated as deferred compensation subject to prevent any accelerated or additional tax under Section 409A of the Code409A, the settlement and delivery of any shares of Stock hereunder upon such separation from service will shall be delayed until the first business day following the earlier of: of (a1) the date that is six months and one day following the Participant’s separation from service and such termination of employment, or (b2) the Participant’s date of the Executive's death; and, on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (or the Executive's estate, as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent necessary the Executive is entitled to prevent receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any accelerated other year, (ii) such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or additional tax exchanged for any other reimbursement or benefit. The parties intend that all payments under this Agreement will be exempt from or will comply with Section 409A, for purposes of as applicable, and this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. that intent. Notwithstanding the foregoing, the Company makes no representation that any payments and benefits provided under this Agreement will comply with or will Executive shall be exempt from Section 409Asolely responsible, and in no event shall the Company or any of its affiliates be liable shall have no liability, for all or any portion of any taxes, penaltiesacceleration of taxes, interest or other expenses that may be incurred by the Participant on account of non-compliance penalties arising under Section 409A with Section 409A.respect to any amounts payable under this Agreement.

Withholding; Section 409A. (a) 19.1 The Participant acknowledges and agrees that any income or other taxes due with respect Company will have the right to this Award or any shares of Stock to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participantamount payable hereunder any Federal, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, state and local taxes in each case, in an amount sufficient in the opinion of order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. 19.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in- kind benefits under this Agreement, to the extent such withholding obligation. The Participant authorizes payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to withhold such amounts as may be necessary provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to satisfy be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the applicable federal, state and local withholding tax requirements that may arise in connection with this Award from payment of any amounts otherwise owed or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A), and notwithstanding anything contained herein to the Participantcontrary, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligations. (b) Unless the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, such separation from service takes place will be released by the Participant on such date termination date. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant involuntary separation from service or as a short-term deferral will be responsible for all third-party administration processing fees excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 19.3 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with such sale. In addition, the Participant may be subject to and taxed in respect Executive’s termination of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and the sales prices actually achieved. (c) If the Participant employment is determined to be a constitute “specified employeenonqualified deferred compensation” within the meaning of Section 409A and the Treasury regulations thereunder executive is a “specified employee” as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then, to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax defined under Section 409A, for purposes then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of this Agreementthe Termination Date or, all references to of earlier on the Executive’s death (the “termination Specified Employee Payment Date”). The aggregate of Employment” and correlative phrases any payments that would otherwise have been paid before the Specified Employee Payment Date shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect paid to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be construed and interpreted paid without delay in a manner that is consistent accordance with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Company makes no representation that any payments and benefits provided under this Agreement will comply with or will be exempt from Section 409A, and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.their original schedule.

Withholding; Section 409A. (a) No shares of Stock will be delivered pursuant to this Award unless and until the Participant shall have remitted to the Company in cash or by check an amount sufficient to satisfy any federal, state or local withholding tax requirements or tax payments, or shall have made other arrangements satisfactory to the Administrator with respect to such taxes. (b) The Participant acknowledges and agrees that the minimum federal, state and local tax withholding due in connection with the vesting and settlement of the Restricted Stock Units (or portion thereof) may, in the Administrator’s sole discretion, be satisfied by the Company, pursuant to such procedures as it may specify from time to time, withholding a number of shares of Stock otherwise deliverable upon settlement of the Restricted Stock Units (or portion thereof) having an aggregate fair market value sufficient to satisfy all or part, as determined by the Administrator, of such federal, state and local withholding tax requirements. In addition, the Administrator hereby reserves the discretion to use any income one or other taxes due more methods permitted by the Plan to satisfy the Participant’s obligations with respect to this Award or any shares of Stock to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. The Participant authorizes the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise attributable to the Restricted Stock Units, or portion thereof, being settled. (c) The Participant authorizes the Company and its subsidiaries to withhold any amounts due in connection with this Award respect of any required tax withholdings or payments from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her tax obligationsobligation under the preceding provisions of this Section 8. (b) Unless the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and the sales prices actually achieved. (cd) If the Participant is determined to be a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder thereunder, as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code409A, the settlement and delivery of any shares of Stock Shares hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein).. Each payment under this Agreement is intended to constitute a separate payment for purposes of Section 409A. (de) This Agreement is intended to comply with Section 409A or an exemption thereunder thereunder, and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Company makes no representation representations that any the payments and benefits provided under this Agreement will comply with or will be are exempt from Section 409A, and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

Withholding; Section 409A. ​ (a) The Participant acknowledges and agrees that All payments made by the Company under this Agreement shall be reduced by any income tax or other taxes due with respect to this Award or any shares of Stock amounts required to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of withheld by the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligationunder applicable law. The Participant authorizes the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligations.​ (b) Unless For purposes of this Agreement, “Section 409A” means Section 409A of the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number Internal Revenue Code of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date1986, as applicableamended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be released by compliant with Section 409A. Notwithstanding anything in this Agreement to the Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In additioncontrary, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and event that the sales prices actually achieved. (c) If the Participant Executive is determined deemed to be a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s Executive is not “separation from servicedisabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A and the Treasury regulations thereunder, then, shall be made to the extent necessary Executive prior to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six (6) months and one day following after the Participantdate of the Executive’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h409A) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the Treasury regulations after giving effect payments that may be made hereunder is designated as a separate and distinct payment and the right to the presumptions contained therein). a series of installment payments will be deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination ​ ​ ​ ​ of employment” (dand substantially similar phrases) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed interpreted and interpreted applied in a manner that is consistent with the requirements for avoiding additional taxes or penalties under of Section 409A. Notwithstanding To the foregoing, the Company makes no representation extent that any payments reimbursements pursuant to Section 4(f) are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and benefits provided under this Agreement will comply with or will be exempt from Section 409Asubstantiation of expenses incurred, and in no event all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the Company amount of such benefits, reimbursements or in- kind benefits that the Executive receives in any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.taxable year. ​

Withholding; Section 409A. (a) The Participant acknowledges and agrees that All payments made by the Company under this Agreement shall be reduced by any income tax or other taxes due with respect to this Award or any shares of Stock amounts required to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of withheld by the Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. The Participant authorizes the Company to withhold such amounts as may be necessary to satisfy the under applicable federal, state and local withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligationslaw. (b) Unless For purposes of this Agreement, “Section 409A” means Section 409A of the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number Internal Revenue Code of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date1986, as applicableamended, will be released by and the Participant on Treasury Regulations promulgated thereunder (and such date other Treasury or Internal Revenue Service guidance) as in effect from time to an intermediary and sold in order to satisfy such withholding tax obligationstime. The Participant will parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A shall be responsible for all third-party administration processing fees compliant with Section 409A. Notwithstanding anything in connection with such sale. In additionthis Agreement to the contrary, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability such date and event that the sales prices actually achieved. (c) If the Participant Executive is determined deemed to be a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) and the Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s Executive is not “separation from servicedisabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A and the Treasury regulations thereunder, then, shall be made to the extent necessary Executive prior to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six (6) months and one day following after the Participantdate of the Executive’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h409A) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the Treasury regulations after giving effect payments that may be made hereunder is designated as a separate and distinct payment and the right to the presumptions contained therein). (d) This Agreement is intended to comply with Section 409A or an exemption thereunder and a series of installment payments shall be construed deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination ​ of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements for avoiding additional taxes or penalties under of Section 409A. Notwithstanding To the foregoing, the Company makes no representation extent that any payments reimbursements pursuant to Section 4(f) are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and benefits provided under this Agreement will comply with or will be exempt from Section 409Asubstantiation of expenses incurred, and in no event all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the Company amount of such benefits, reimbursements or in-kind benefits that the Executive receives in any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.taxable year.