LIMIT ON DEFERRALS. Effective ​, [Section 4.1] of the Plan Statement shall be amended to read in full as follows:

Limit on Distribution. Distribution of shares of Stock or other amounts under the Plan shall be subject to the following:

Director Compensation Limit. Notwithstanding the foregoing, the total annual compensation paid to any individual Director, inclusive of cash compensation and Awards granted under this Plan, shall not exceed ​; provided, however, that the total annual compensation paid to the Chairman of the Board or to any Independent Lead Director may exceed ​ but not ​.

Limit on Occupants. Neither Tenant nor Tenant's Occupants shall do anything that will increase the number of occupants in the Premises beyond the number of parking stalls allocated to Tenant in Tenant's Parking Stall Allocation. If the number of occupants in the Premises exceeds the number of parking stalls allocated to Tenant in Tenant's Parking Stall Allocation, then the automobiles of such excess occupants must be parked outside of the Property. On Landlord's request, made not more often than quarterly, Tenant shall provide to Landlord statistics and reports regarding shift times and employee counts, and shall otherwise demonstrate to Landlord that Tenant is complying with the foregoing portion of this Paragraph.

Limit of Appreciation. At the time of grant, the Committee may establish in its sole discretion, a maximum amount per share which will be payable upon exercise of an SAR.

Per Participant Limit. Subject to adjustment under [Section 3(c)], no Participant may be granted Awards during any one fiscal year to purchase more than 1,000,000 shares of Common Stock.

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Benefits or any other payment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Tax"), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive's Retained Amount (as hereinafter defined) would be more than ten percent (10%) greater than Executive's Retained Amount if the Total Benefits are so reduced. All determinations required to be made under this [Section 7.04] shall be made by tax counsel selected by the Company and reasonably acceptable to Executive ("Tax Counsel"), which determinations shall be conclusive and binding on Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. Prior to any reduction in Executive's Total Benefits pursuant to this [Section 7.04], Tax Counsel shall provide Executive and the Company with a report setting forth its calculations and containing related supporting information. In the event any such reduction is required, the Total Benefits shall be reduced in the following order: # the Severance Amount (in reverse order of payment), # any portion of the Total Benefits that are not subject to Section 409A of the Code (other than Total Benefits resulting from any accelerated vesting of equity awards), # other Total Benefits that are subject to Section 409A of the Code in reverse order of payment, and # Total Benefits that are not subject to Section 409A and arise from any accelerated vesting of any equity awards. "Retained Amount" shall mean the present value (as determined in accordance with [[sections 280G(b)(2)(A)(ii) and 280G(d)(4)])]])] of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

Maximum Aggregate Purchase Price. After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Assets subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Aggregate Purchase Price.

Reductions in Aggregate Commitment. The Borrowers may permanently reduce the Aggregate Commitment in whole, or in a minimum aggregate amount of ​ and in integral multiples of ​ if in excess thereof (or the Dollar Equivalent thereof, if denominated in an Agreed Currency other than Dollars), ratably among ​, upon at least three Business Days’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal Dollar Equivalent of the outstanding Advances. All accrued Commitment Fees shall be payable on the effective date of any termination of the obligations of ​ to make Loans hereunder and on the final date upon which all Loans are repaid hereunder. The Aggregate Commitment once reduced as provided in this [Section 2.6(b)] may only be reinstated as specifically provided in [Section 2.6(c)] below. If # any Lender notifies the Company in accordance with [[Section 3.5(d) or (ii)])]])] a Borrower reasonably determines that it is or will be required to make any additional payment to any Lender under [[Sections 3.1 or 3.2]2]], then the Company may, at any time thereafter (provided that no Default or Unmatured Default then exists and no satisfactory solution has been reached pursuant to [Section 3.6]) and by not less than five Business Days’ prior written notice to the Agent, cancel such Lender’s Commitment, whereupon such Lender shall cease to be obliged to make further Loans hereunder and its Commitment shall be reduced to zero. Upon termination of such Lender’s Commitment, each applicable Borrower shall, subject to the last sentence of this [Section 2.6(b)], pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this [Section 2.6(b)] shall be irrevocable and shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company under [Sections 3.1, 3.2 and 10.66]6]6]] shall survive any such cancellation and be enforceable by such Lender. In any case described in clauses (b)(i) or (b)(ii) above in which the Company has the right to cancel a Lender’s Commitment, the Company may, in connection with such cancellation, arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the terms of [Section 13.3] and such Lender will promptly enter into any such sale arranged by the Company.

“Purchase Limit” means ​ as reduced from time to time pursuant to [Section 1.1(c)]. References to the unused portion of the Purchase Limit shall mean, at any time, an amount equal to # the Purchase Limit at such time, minus # the sum of the Aggregate Capital plus the LC Participation Amount.