[Section 11.2(e)(v)] of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this [Section 11.2(e)(v)], the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchases, forward contracts or similar transactions that are entered into at prevailing market prices (including, without limitation, any commercially reasonable discount to average volume weighted average prices) and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.

[Section 11.2(e)(vii)] of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on # an observable market, other than the market for the [[Organization B:Organization]]’s own stock or # an observable index, other than an index calculated and measured solely by reference to [[Organization B:Organization]]’s own operations.”

[Section 12.1(d)] of the Equity Definitions is hereby amended by replacing “10%” with “20%”.

[Section 12.9(b)(i)] of the Equity Definitions is hereby amended by replacing “either party may elect” with “[[Organization A:Organization]] may elect or, if [[Organization B:Organization]] represents to [[Organization A:Organization]] in writing at the time of such election that # it is not aware of any material nonpublic information with respect to [[Organization B:Organization]] or the Shares and # it is not making such election as part of a plan or scheme to evade compliance with the U.S. federal securities laws, [[Organization B:Organization]] may elect.”

[Section 409A]. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A of the Code so that none of the PRSUs provided under this Award Agreement or shares of Common Stock issuable thereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to be so exempt or so comply.

[Section 409A]. Notwithstanding any provision to the contrary in this Agreement, no payment shall be made and no election shall be permitted that would violate the requirements of or cause taxation under Section 409A of the Internal Revenue Code and the Treasury regulations promulgated thereunder. Further, all provisions in this Agreement shall be interpreted in a manner consistent with Section 409A and guidance related thereto.

[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 Executive and Flagship acknowledge that each of the payments and benefits promised to Executive under this Agreement must either comply with the requirements of Section 409A of the Code (“[Section 409A]”), and the regulations thereunder or qualify for an exception from compliance. To that end, the Executive and Flagship agree that the severance payments described in Section 4 are intended to be excepted from compliance with Section 409A as a short-term deferral pursuant to Treasury Regulation Section 1.409A-1(b)(4). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred to and paid on the later of the date sixty (60) days after the Executive’s earliest separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if the Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) of Flagship on the date of his separation from service, the first day of the seventh month following the Executive’s separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

[Section 9.2(a)(iii)] of the Equity Definitions is hereby amended by deleting the words “the Excess Dividend Amount, if any, and”.

[Section 9.5.1.1] of the Agreement is hereby amended by appending the following to the end thereof: