[Section 409A]. All payment from the [[Organization A:Organization]] to the Executive must qualify under the “short term deferral exclusion” under the [Section 409A] regulations. Regardless of the reason for the payment, including but not limited to involuntary termination, resignation for good cause or change in control, all payment will be made in the same tax year that the event that caused the obligation for the payment to be made or by the 15th of March in the subsequent year including, following termination of Executive’s employment, payment of any variable compensation earned and owing to Executive under the Variable Compensation Plan for such calendar year. Any payment not received in accordance with this requirement will be deemed forfeited and may not be paid at a later date, unless where making the payment is administratively impracticable due to unforeseen circumstances or where making the payment on time would have unforeseeably rendered the payment nondeductible as excess compensation under Internal Revenue Code.

[Section 409A]. This Agreement and the payments and benefits provided hereunder are intended be exempt from the requirements of Section 409A of the Code and the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the [[Organization A:Organization]] makes no representations that the payments or benefits provided under this Agreement are exempt from the requirements of [Section 409A] and in no event shall the [[Organization A:Organization]] or any other Released Party be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

[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 Headings. The section headings contained in this Agreement have been inserted only as a matter of convenience and for reference and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement.

[Section 2.08(b)] shall be deleted in its entirety, and the following new [Section 2.08(b)] shall be inserted in place thereof:

[Section 409A]. Any payment provided under this Agreement is intended to be a short-term deferral as provided by Section 409A of the Internal Revenue Code and the regulations promulgated thereunder, and the parties agree that the terms and provisions of the Agreement will be construed and interpreted to the maximum extent permitted in order to have this effect. Notwithstanding anything to the contrary, any payment provided under this Agreement will be made within the short-term deferral period specified in Treasury Regulation Section 1.409A-1(b)(4).

Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

[Section 1.2] of the Plan is amended to add the following sentence to the end thereof:

[Section 409A]. This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall be paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A].

[Section 2.11(b)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows: