[Section 2.5(b)] of the Purchase Agreement is hereby amended to read in its entirety as follows:

[Section 8.2(a)] of the Purchase Agreement is hereby amended to insert the following additional defined terms into such Section in alphabetical order:

[Section 3.1] of the Plan shall be amended by inserting the following sentence at the end thereof:

[Section 2.07(c)] is amended by replacing the table set forth therein in its entirety to read as follows:

[Section 11.2(a)] of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “a material economic effect on the relevant Transaction”.

[Section 12.6(c)(ii)] of the Equity Definitions is hereby amended by replacing the words “the Transaction will be cancelled,” in the first line with the words “Dealer will have the right to cancel the Transaction,”.

[Section 12.9(b)(iv)] of the Equity Definitions is hereby amended by # deleting # subsection # in its entirety, # the phrase “or (B)” following [subsection (A) and (3)])] the phrase “in each case” in [subsection (B)]; and # deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence.

[Section 1.23] of the Agreement is hereby deleted in its entirety and replaced with the following:

[Section 409A]. Neither the Plan nor any Option granted hereunder is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance issued after the Effective Date (together, “[Section 409A]”). Notwithstanding any provision of the Plan to the contrary, if the Committee determines that any Option may be or become subject to Section 409A of the Code, the Committee may adopt such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Committee determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, either through compliance with the requirements of Section 409A of the Code or with an available exemption therefrom.

The provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and guidance promulgated thereunder (“[Section 409A]”) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Corporation and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate, or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.