[Section 409A]. To the extent a payment is not paid within the short-term deferral period and is not exempt from section 409A of the Code (such as the rule exempting payments made following an involuntary termination of up to two times pay) then section 409A of the Code shall apply. The Company intends this Award Agreement to comply with section 409A of the Code and will interpret this Award Agreement in a manner that complies with section 409A of the Code. For example, the term “termination” shall be interpreted to mean a separation from service under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code, Participant shall be responsible for all taxes and penalties under this Award Agreement (the Company and its employees shall not be responsible for such taxes and penalties).

[Section 409A]. To the extent a payment is not paid within the short-term deferral period and is not exempt from section 409A of the Code[Section 409A] (such as the rule exempting payments made following an involuntary termination of up to two times pay) then section 409A of the Code[Section 409A] shall apply. The Company intends this Award Agreement to comply with sectionSection 409A of the Code and will interpret this Award Agreement in a manner that complies with section 409A of the Code.Section 409A. For example, the term “termination” shall be interpreted to mean a separation from service under sectionSection 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code,Section 409A, Participant shall be responsible for all taxesTax-Related Items and penalties under this Award Agreement (the Company and its employees shall not be responsible for such taxesTax-Related Items and penalties).

[Section 409A]. ToThe Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent a payment is not paid within the short-term deferral period and is not exempt from sectionsubject thereto, to comply with Section 409A of the Code (suchCode, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as the rule exempting payments made following an involuntary termination of up to two times pay) then sectiondefined in Section 409A of the Code shall apply.not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company intendsmakes no representation that any or all of the payments or benefits described in this Award Agreement toPlan will be exempt from or comply with sectionSection 409A of the Code and will interpret this Award Agreement in a manner that complies with section 409A of the Code. For example, the term “termination” shall be interpretedmakes no undertaking to mean a separation from service under sectionpreclude Section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent isfrom applying to comply with section 409A of the Code,any such payment. The Participant shall be solely responsible for allthe payment of any taxes and penalties incurred under this Award Agreement (the Company and its employees shall not be responsible for such taxes and penalties).Section 409A.

[Section 409A]. ToThe Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent a payment is not paid within the short-term deferral period and is not exempt from sectionsubject thereto, to comply with Section 409A of the Code (suchCode, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as the rule exempting payments made following an involuntary termination of up to two times pay) then sectiondefined in Section 409A of the Code shall apply.not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company intendsmakes no representation that any or all of the payments or benefits described in this Award Agreement toPlan will be exempt from or comply with sectionSection 409A of the Code and will interpret this Award Agreement in a manner that complies with section 409A of the Code. For example, the term “termination” shall be interpretedmakes no undertaking to mean a separation from service under sectionpreclude Section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent isfrom applying to comply with section 409A of the Code,any such payment. The Participant shall be solely responsible for allthe payment of any taxes and penalties incurred under this Award Agreement (the Company and its employees shall not be responsible for such taxes and penalties).Section 409A.

[Section 409A]. To the extent a payment is not paid within the short-term deferral period and is notPayments under this Plan are intended to be exempt from sectionSection 409A of the Code (such(“[Section 409A]”) as a short-term deferral, and the rule exempting payments made following an involuntary termination of upPlan and Awards hereunder will be interpreted and administered consistent with that intent. However, notwithstanding the foregoing and anything to two times pay) then sectionthe contrary in this Plan, if a Participant is a “specified employee” as determined pursuant to Section 409A of the Code shall apply. The Company intends this Award Agreement to comply with section 409Aas of the Codedate of his or her “separation from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and will interpret thisif any Award Agreementor payment, settlement of an Award or benefit provided hereunder or otherwise both # constitutes a “deferral of compensation” within the meaning of [Section 409A] and # cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax,” interest or penalties under Section 409A, then any such Award or payment, settlement or benefit that is payable or that would be settled during the first six months following a manner that complies with section 409AParticipant’s “separation from service” shall be paid or provided to such Participant on the first regular payroll date of the Code.seventh calendar month following the month in which the Participant’s “separation from service” occurs or, if earlier, at the Participant’s death. In addition, any payment or benefit due upon a termination of a Participant’s employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall only be paid or provided to such Participant upon a “separation from service”. For example, the term “termination”purposes of this Plan, each Award made pursuant hereto shall be interpreteddeemed to meanbe a separation from service under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code, Participant shall be responsible for all taxes and penalties under this Award Agreement (the Company and its employees shall not be responsible for such taxes and penalties).separate payment.

Code Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“[Section 409A]”). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Participant’s termination of employment constitute deferred compensation subject to Section 409A, and Participant is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of # the expiration of the six-month period measured from Participant’s separation from service from the Company or # the date of Participant’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Participant including, without limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this Agreement may be classified as a payment is not paid“short-term deferral” within the meaning of [Section 409A], such payment shall be deemed a short-term deferral period and is not exemptdeferral, even if it may also qualify for an exemption from [Section 409A] under another provision of [Section 409A]. Payments pursuant to this section 409Aare intended to constitute separate payments for purposes of [Section 1.409A-2(b)(2)])] of the Code (such as the rule exempting payments made following an involuntary termination of up to two times pay) then section 409A of the Code shall apply. The Company intends this Award Agreement to comply with section 409A of the Code and will interpret this Award Agreement in a manner that complies with section 409A of the Code. For example, the term “termination” shall be interpreted to mean a separation from service under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code, Participant shall be responsible for all taxes and penalties under this Award Agreement (the Company and its employees shall not be responsible for such taxes and penalties).Treasury Regulations.

[Section 409A]. To the extent a payment is not paid within the short-term deferral period and is notThe provisions of this Agreement are intended either # to be exempt from sectionSection 409A of the Code (such asunder the rule exempting payments made following an involuntary termination of up to two times pay) then section 409A ofshort-term deferral exception, the Code shall apply. The Company intends this Award Agreement to comply with sectionseparation pay exception, or such other exceptions that may be available under Section 409A of the Code and will interpret this Award Agreementapplicable authority or guidance promulgated thereunder or # to comply with Section 409A of the Code, and shall be administered in a manner that compliesconsistent with section 409A ofsuch intent. Notwithstanding any provision to the Code. For example,contrary, to the term “termination” shall be interpreted to meanextent Employee is considered a separation from servicespecified employee under sectionSection 409A of the Code and would be entitled during the six-six (6) month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intentperiod beginning on his date of termination to a payment that is to comply with sectionnot otherwise excluded under Section 409A of the Code, Participantsuch payment will not be made to Employee until the earlier of the six (6) month anniversary of his date of termination or his death. For purposes of [Section 409A], each payment under this Agreement (including, but not limited to, those in Section 2(b)) shall be responsible for all taxes and penalties under this Award Agreement (the Company and its employees shall not be responsible for such taxes and penalties).considered a separate payment.

[Section 409A]. Compliance. To the extent a paymentapplicable, it is not paid withinintended that this Award Agreement comply with the short-term deferral period and is not exempt from sectionprovisions of Section 409A of the Internal Revenue Code (such as("[Section 409A]"). This Award Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the rule exempting payments made following an involuntary termination of up to two times pay) then section 409A of the Code shall apply. The Company intends this Award Agreement to comply with section 409A of the Codefail to satisfy [Section 409A] will have no force and will interpret this Award Agreement in a manner that complies with section 409A of the Code. For example, the term “termination” shall be interpreted to mean a separation from service under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent iseffect until amended to comply with section 409A oftherewith (which amendment may be retroactive to the Code, Participant shall be responsible for all taxes and penaltiesextent permitted by [Section 409A]). If any payments under this Award Agreement (the Companyconstitute nonqualified deferred compensation subject to the requirements of Section 409A and its employeesare payable upon a termination of the Participant's employment, then all such payments shall be made only upon a "separation from service" within the meaning of [Section 409A], and for purposes of determining the timing of such payments, Participant's termination shall not be responsible forconsidered to occur until he or she has incurred such taxes and penalties).a separation from service.

[Code Section 409A]. To409A. Anything under the extent a payment is not paid within the short-term deferral period and is not exempt from section 409A of the Code (such as the rule exempting payments made followingPlan or an involuntary termination of up to two times pay) then section 409A of the Code shall apply. The Company intends this Award Agreement to comply with sectionthe contrary notwithstanding, to the extent applicable, it is intended that any Awards under the Plan which provide for a “deferral of compensation” subject to Section 409A of the Code and will interpret this Award Agreementrules, regulation and guidance issued thereunder (collectively, Code Section 409A) shall comply with the provisions of Code Section 409A and the Plan and all applicable Awards shall be construed and applied in a manner consistent with this intent. In furtherance thereof, any amount constituting a “deferral of compensation” under Treasury Regulation Section 1.409A-1(b) that complies with section 409Ais payable to a Participant upon a Separation from Service of the Code. For example,Participant (within the term “termination” shall be interpretedmeaning of Treasury Regulation Section 1.409A-1(h)) (other than due to mean a separation from service under section 409A of the Code andParticipant’s death), occurring while the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intent is to comply with section 409A of the Code, Participant shall be responsible for all taxes and penalties under this Award Agreement (thea “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) of the Company and its employeesor applicable Subsidiary, shall not be responsible forpaid until the earlier of # the date that is six months following such taxes and penalties).Separation from Service or # the date of the Participant’s death following such Separation from Service; provided, however, that the value of any such delayed payment shall accrue interest at the then prevailing federal funds rate plus one percent (1%) during the period of delay.

[It is intended that this Agreement shall comply with the provisions of Section 409A]. To409A of the Code, or an exemption to Section 409A of the Code. Without limiting the generality of the foregoing, the parties intend that all payments made hereunder shall qualify for either the “short-term deferral” exception or the separation pay exception or another exception under Section 409A of the Code, and this Agreement shall be interpreted, to the maximum extent possible, consistent with such intent. All payments to be made upon a payment is not paid within the short-term deferral period and is not exempttermination of employment under this Agreement may only be made upon a “separation from sectionservice” under Section 409A of the Code (such asto the rule exempting payments made following an involuntary terminationextent necessary in order to avoid the imposition of uppenalty taxes on the Employee pursuant to two times pay) then section 409A of the Code shall apply. The Company intends this Award Agreement to comply with section 409A of the Code and will interpret this Award Agreement in a manner that complies with sectionSection 409A of the Code. For example,In no event may the term “termination” shall be interpreted to mean a separation from serviceEmployee, directly or indirectly, designate the calendar year of any payment under section 409A of the Code and the six-month delay rule shall apply if applicable. Notwithstanding the foregoing, although the intentthis Agreement that is to comply with sectionconsidered deferred compensation under Section 409A of the Code, Participantand to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year shall be responsible for all taxes and penalties under this Award Agreement (the Company and its employees shall not be responsible for such taxes and penalties).paid in the later taxable year.