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[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 Award of RSUs evidenced by this Agreement is intended to qualify forbe exempt from the short-nonqualified deferred compensation rules of Section 409A of the Code as a “short term deferral exception todeferral” (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 this RSU Agreement shall be interpreted and administeredconstrued 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 Award isRSUs are intended to qualify for the short-term deferral exception tocomply with Section 409A of the Code, andCode or to be exempt therefrom. Notwithstanding anything herein to the contrary, this RSU AgreementAward shall be interpretedinterpreted, operated 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-compliancea manner consistent with Section 409A of Code.this intention.

[Section 409A]. TheYour RSU Award is intended to qualifycomply with the requirements of Section 409A of the Code or an exemption thereto, and this Agreement shall be interpreted in a manner consistent with this intent in order to avoid the imposition of any additional tax, interest or penalties under Section 409A of the Code. In no event shall the Company be liable for the short-term deferral exceptionany additional tax, interest or penalties that may be imposed on you pursuant 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 CompanyCode or any Related Entity be liabledamages for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliancefailing to comply with Section 409A of Code.the Code or an exemption thereto.

[Code Section 409A]. The Award409A Compliance To the extent applicable, it is intended to qualify forthat the short-term deferral exception toPlan and this Agreement comply with the requirements of Section 409A of the Code,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 RSU Agreement shallAward are intended to be interpreted and administered accordingly. Notwithstanding the foregoing, the Company makes no representations that the Award isshort-term deferrals exempt from [Section 409A] of Code, and, but in nothe event shall the Company or any Related Entity be liable for all orthat any portion of any taxes, penalties, interest or other expensesthis 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 may be incurred by the Granteeno payment on account of non-complianceseparation 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 of Code.409A, which amendment may be retroactive to the extent permitted by [Section 409A].

[Section 409A]. TheThis Award is intended to qualify for thebe a short-term deferral exception toexempt from Section 409A of the Code,Code and this RSU Agreement shall be interpreted and administered accordingly.consistent with this intention. Notwithstanding the foregoing, the Company makes no representations that the Award is exempt from [Section 409A]payments and benefits provided under this Agreement comply with Section 409A of Code,the 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 the Code.

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