[Section 409A]. The Award of RSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred compensation rules of Section 409A of the Code as a “short term deferral” (as that term is used in the final regulations and other guidance issued under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly.

[Section 409A]. The Award is intended to qualify for the short-term deferral exception to Section 409A of the Code, and this RSU Agreement shall be interpreted and administered accordingly. Notwithstanding the foregoing, the Company makes no representations that the Award is exempt from [Section 409A] of Code, and in no event shall the Company or any Related Entity be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of Code.

[Section 409A]. The RSUs are intended to comply with Section 409A of the Code or to be exempt therefrom. Notwithstanding anything herein to the contrary, this Award shall be interpreted, operated and administered in a manner consistent with this intention.

Code Section 409A Compliance To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. The RSUs granted in this Award are intended to be short-term deferrals exempt from [Section 409A], but in the event that any portion of this Award constitutes deferred compensation within the meaning of [Section 409A], then the issuance of Shares covered by an RSU award shall conform to the [Section 409A] standards, including, without limitation, the requirement that no payment on account of separation from service will be made to any specified employee (within the meaning of [Section 409A]) until six months after the separation from service occurs, and the prohibition against acceleration of payment, which means that the Committee does not have the authority to accelerate settlement of this Award in the event that any portion of it constitutes deferred compensation within the meaning of [Section 409A]. Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy any applicable requirement of [Section 409A] shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by [Section 409A].