[Section 409A]. All Restricted Stock Units granted pursuant to this Agreement are intended either to be exempt from Section 409A of the Code, or, if subject to Section 409A of the Code, to be administered, operated and construed in compliance with Section 409A of the Code and any guidance issued thereunder. This Agreement and the Plan shall be administered in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentence of this section shall have no force and effect. Notwithstanding anything contained herein to the contrary, Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and # vest as a consequence of the Grantee’s termination of employment, shall not be delivered until the date that the Grantee incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Grantee is a “specified employee” within the meaning of Section 409A of the Code and any guidance issued thereunder, the date that is six months and one day following the date of such “separation from service” (or on the date of the Grantee’s death, if earlier)). In addition, each amount to be paid or benefit to be provided to the Grantee pursuant to this Agreement that constitutes deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.
[Section 409A]. AllThis award of Restricted Stock Units granted pursuant to this Agreement areis intended either to be exempt from Section 409Aor comply with the applicable requirements of the Code, or, if subject to Section 409A of the Code, to be administered, operated and construed in compliance with Sectionsection 409A of the Code and any guidance issued thereunder. This Agreement and the Plan shall be administered in a manner consistentaccordance with this intent and any provision that would causesection 409A of the Agreement or Plan to fail to satisfy the first sentence of this section shall have no force and effect.Code. Notwithstanding anything contained hereinin these Terms and Conditions to the contrary, if the Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred“deferred compensation” as defined under Sectionsection 409A of the Code and # vest as a consequence ofthe Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall not be delivered untildelayed for a period of six months after the date that the Grantee incurs a “separation from service” within the meaningGrantee’s termination of Section 409A of the Code (or,employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee), if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the meaningdate that is the six-month anniversary of Sectionthe Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall a Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and any guidance issued thereunder,payment is subject to the dateexecution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Restricted Stock Units that is six months and one day followingsubject to the date of such “separation from service” (or on the dateexecution of the Grantee’s death, if earlier)). In addition, each amount torelease could be paid or benefit to be provided to the Grantee pursuant to this Agreement that constitutes deferred compensation subject to Section 409A of the Code,made in more than one taxable year, payment shall be construed as a separate identified payment for purposes of Section 409A ofmade in the Code.later taxable year.
[Compliance with Code Section 409A]. All Restricted Stock Units granted pursuant409A Limitations. Notwithstanding any provision to the contrary, all provisions of this Agreement are intended eithershall be construed, administered and interpreted to comply with or be exempt from Code Section 409A, and, if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Code Section 409A of the Code, or, if subject to Section 409A of the Code, to be administered, operated and construed in compliance with Section 409A of the Code and any guidanceor final regulations issued thereunder. This AgreementSpecifically, the terms “termination” and the Plan“termination of employment” shall be administeredapplied in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentencedefinition of this section shall have no force and effect. Notwithstanding anything contained herein to the contrary, Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and # vest as a consequence of the Grantee’s termination of employment, shall not be delivered until the date that the Grantee incurs a “separation from service” within the meaning of Code Section 409A. A right of any System Company, if any, to offset or otherwise reduce any sums that may be due or become payable by any System Company to Grantee by any overpayment or indebtedness of Grantee shall be subject to limitations imposed by Code Section 409A. For purposes of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Code Section 409A deferral election rules and the exclusion from Code Section 409A for certain short-term deferral amounts. Amounts payable under this Agreement shall be excludible from the requirements of Code Section 409A, to the maximum possible extent, either as # short-term deferral amounts (e.g., amounts payable no later than the 15th day of the third month following the end of the taxable year of Grantee’s System Company Employer in which such Restricted Units are no longer subject to a substantial risk of forfeiture), or # under the exclusion for involuntary separation pay provided in Treasury Regulations Section 1.409A-1(b)(9)(iii). To the extent that deferred compensation subject to the requirements of Code (or, if theSection 409A becomes payable under this Agreement to Grantee at a time when Grantee is a “specified employee” within(within the meaning of Code Section 409A), any such payments shall be delayed by six months to the extent necessary to comply with the requirements of Code Section 409A(a)(2)(B). makes no representation that any or all of the payments or benefits described in the Plan or this Agreement will be exempt from or comply with Code Section 409A of theand makes no undertaking to preclude Code and any guidance issued thereunder, the date that is six months and one day following the date of such “separation from service” (or on the date of the Grantee’s death, if earlier)). In addition, each amount to be paid or benefit to be provided to the Grantee pursuant to this Agreement that constitutes deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.from applying to any such payment.
[Section 409A]. AllNotwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units granted(including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement areis intended either to be exempt from qualify as a "short-term deferral" pursuant to [[Section 409A1.409A-1(b)(4)])]])] of the Code, or, if subject to Section 409AU.S. Treasury Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the Code, to be administered, operatedRestricted Stock Units or any dividend equivalent rights may not so qualify, and construed in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Code and any guidance issued thereunder. This Agreement and the Plan shall be administered in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentence of this section shall have no force and effect. NotwithstandingCode. Further, notwithstanding anything contained herein to the contrary, Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred compensation”if at the time of a Participant's termination of employment with the Company, the Participant 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 and # vest as a consequenceCode, then the Company will defer the commencement of the Grantee’s terminationpayment of employment, shall not be delivered untilany such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the date thatParticipant) to the Grantee incurs a “separation from service” within the meaning ofminimum extent necessary to satisfy Section 409A of the Code (or, if the Grantee is a “specified employee” within the meaning of Section 409A of the Code and any guidance issued thereunder,until the date that is six months and one day following the Participant's termination of employment with the Company (or the earliest date of such “separation from service” (or on the date of the Grantee’s death, if earlier)). In addition, each amount to be paid or benefit to be provided to the Grantee pursuant to this Agreement that constitutes deferred compensation subject toas is permitted under Section 409A of the Code, shall be construed asCode), if such payment or benefit is payable upon a separate identifiedtermination of employment. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a "separate payment" for purposes of Section 409A of the Code.
[Section 409A]. AllIf the Employee has attained or will attain age 55 prior to the expiration of the Restriction Period applicable to Restricted Stock Units, such Restricted Stock Units granted pursuant to this Agreement are intended either toshall be exempt from Section 409A of the Code, or, iftreated as “deferred compensation” subject to Section 409A[section 409A] of the Code, to be administered, operated and construed in compliance with Section 409A of the Code and any guidance issued thereunder. This Agreement and the Plan shall be administered in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentence of this section shall have no force and effect. Notwithstanding anything contained herein to the contrary,Code. In such case, if those Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred compensation” as defined under Section 409Avest and become payable on account of the Code and # vest as a consequence of the Grantee’Employee’s termination of employment, the Restricted Stock Units shall not be delivered untilbecome payable (even though non-forfeitable) unless the date that the Grantee incurstermination constitutes a “separation from service” within the meaning of Sectionas defined in Treasury Regulations promulgated under section 409A of the Code (or,Code. In addition, if the GranteeEmployee is a “specified employee” within the meaningSpecified Employee, payment on account of Section 409Aseparation from service hereunder shall be made as of the Code and any guidance issued thereunder, the date that is six months and one day following the date of such “separationEmployee’s separation from service” (or onservice (or, if earlier, upon the date of the Grantee’Employee’s death, if earlier))death). In addition, each amount to be paid or benefit to be provided to the Grantee pursuant to this Agreement that constitutes deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.
[Compliance with Section 409A]. All Restricted Stock Units granted pursuant to this Agreement are409A. This Award is intended either to be exempt from Section 409A of the Code, or,Code by satisfying the requirements of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that this Award of Restricted Stock Units fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A409A, and if Participant is a specified employee (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code, to be administered, operated and construed in compliance with Section 409ACode) as of the Code and any guidance issued thereunder. This Agreement and the Plan shall be administered in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentencedate of this section shall have no force and effect. Notwithstanding anything contained herein to the contrary, Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and # vest as a consequence of the Grantee’Participants termination of employment, shall not be delivered until the date that the Grantee incurs a “separationseparation from service” withinservice (within the meaning of Treasury Regulation Section 409A1.409A-1(h)), then the issuance of any Shares that otherwise would be made upon the date of the Code (or, if the Grantee is a “specified employee”separation from service or within the meaning of Section 409A offirst six months thereafter will not be made on the Codeoriginally scheduled date(s) and any guidanceinstead will be issued thereunder,in a lump sum on the date that is six months and one day following the date of such “separation from service” (or onafter the date of the Grantee’s death, if earlier)). In addition, each amount to be paid or benefit to be provided toseparation from service, with the Grantee pursuant to this Agreement that constitutes deferred compensation subject to Section 409Abalance of the Code, shall be construed asShares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation on Participant in respect of the Shares under Section 409A. Each installment of Shares that vests is intended to constitute a separate identified paymentseparate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding any contrary provision of the Plan, the Notice of Grant, or of this Agreement, under no circumstances will the Company reimburse Participant for any taxes or other costs under Section 409A of the Code.or any other tax law or rule. All such taxes and costs are solely Participants responsibility.
[Internal Revenue Code Section 409A]. All409A. It is intended that this Agreement and the Restricted Stock Units granted pursuant to this Agreementcomply with, or are intended either to be exempt from Section 409Afrom, the requirements of the Code, or, if subject to Section 409A of the Code, to be administered, operated and construed in compliance with Section 409A of the Code (“[Section 409A]”), and any guidance issued thereunder. Thisthis Agreement and the Plan shall be administered in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentence of this section shall have no force and effect. Notwithstanding anything contained herein to the contrary, Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and # vest as a consequence of the Grantee’s termination of employment, shall not be delivered until the date that the Grantee incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Grantee is a “specified employee” within the meaning of Section 409A of the Code and any guidance issued thereunder, the date that is six months and one day following the date of such “separation from service” (or on the date of the Grantee’s death, if earlier)). In addition, each amount to be paid or benefit to be provided to the Grantee pursuant to this Agreement that constitutes deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.foregoing intent.
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