Deferral Elections. At any time within the 30-day period (or other shorter or longer period that the Committee selects in its sole discretion) in which a Participant who is a member of a select group of management or highly compensated employees (within the meaning of the Code) receives an Award of Restricted Share Units (or before the calendar year in which such a Participant receives a subsequent Award, subject to adjustments by the Committee in accordance with Code Section 409A), the Committee may permit the Participant to irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of all or a percentage of the Shares that would otherwise be transferred to the Participant upon the vesting of such Award more than 12 months after the date of the Participant’s deferral election. If the Participant makes this election, the Shares subject to the election, and any associated dividends and interest, shall be credited to an account established pursuant to Section 9 on the date such Shares would otherwise have been released or issued to the Participant pursuant to Section 8(d) and no vesting shall occur (other than for death or Disability if provided pursuant to the Award Agreement) within the 12-month period following the date of the Participant’s election.

Payment Deferral. Notwithstanding anything to the contrary herein or in any other Loan Document, each Tranche B Lender hereby expressly agrees (and, by its execution of the Seventh Amendment, the Arranger and the Bookrunner shall be deemed to have expressly agreed), in each case, on behalf of itself and its controlled Affiliates, that, from and after the Seventh Amendment Effective Date and until the termination of the Forbearance Period in accordance with the terms of the Forbearance Agreement, # if any provision of this Agreement (other than Section 10.04 hereof) or any other Loan Document requires the Borrower or any other Loan Party to make any payment to any Tranche B Lender, the Arranger, the Bookrunner or any of their respective controlled Affiliates, or to the Administrative Agent for the account of any Tranche B Lender, the Arranger, the Bookrunner or any of their respective controlled Affiliates (whether under Section 2.07, 2.08, 2.09, 2.11 and 10.055] or otherwise (but other than under Section 10.04)), or # if Section 10.04 requires the Borrower or any other Loan Party to make any payment to any Tranche B Lender, the Arranger, the Bookrunner or any of their respective controlled Affiliates (any such payment, an “Expenses Payment”), in an aggregate amount for all such Persons in excess of $1,075,000 (such amount, the “Expenses Cap”), the due date of such payment (in the case of [clause (b) above], only to the extent the aggregate amount of the Expenses Payments is in excess of the Expenses Cap), shall be deferred until the fifth Business Day after the date of the termination of the Forbearance Period, it being understood and agreed that # such deferral shall not be deemed to have resulted in such payment being overdue and no Default or Event of Default shall be deemed to have occurred on account of such deferral, # no interest shall accrue on any such payment on account of such deferral and # nothing in this Section 2.20 shall affect the right of the Administrative Agent (or the Majority [[Organization B:Organization]]) to cause acceleration of the amounts payable under this Agreement and the other Loan Documents in accordance with Section 7.02 (it being understood, however, that such rights are subject to the terms of the Forbearance Agreement) or the automatic acceleration thereof in accordance with Section 7.03.

For Directors who make an Annual Deferred Cash Election, the Company will establish a bookkeeping account for cash deferred for that Plan Year (an “Annual Deferred Cash Account”) and will credit to the Annual Deferred Cash Account the amount of the Eligible Fees earned and deferred by him/her as of the date such fees would normally be payable by the Company (the “Credit Date”). Amounts credited to an Eligible Director’s Annual Deferred Cash Account will be adjusted for gains and/or losses to the same extent that equal amounts would have been adjusted if they had been invested in one or more notional investments designated by the Company. The use of notional investments herein is solely as a device for computing the amount of benefits to be paid under the Plan, and the Company shall not be required to purchase such investments.

Deferral Election. Each Director may elect, with respect to any Year, that all or any percentage of his or her Eligible Compensation be deferred in accordance with the terms of this Plan.

Deferral Elections. Notwithstanding the foregoing, subject to any conditions deemed appropriate from time to time by the Committee (including suspension of the right to elect deferrals or to make changes to any existing deferral election), the Awardee may elect to defer the delivery of the Stock to be delivered in settlement of the Units using such deferral election form as approved by the Committee from time to time.

Deferral Period. If the Participant elects on the Deferral Election to have the shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award deferred for a specified period, the shares shall be distributed, or commence to be distributed, within 30 days of the end of specified period as elected by the Participant. For example, if a Participant elects to have the shares underlying the 2013 grant of Restricted Stock Units which vest on December 31, 2015 deferred for 3 years, the shares shall be distributed within 30 days following December 31, 2018. If the Participant incurs a Termination of Employment prior to the end of the elected deferral period, the shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award shall be distributed, or commence to be distributed, within 30 days following the end of the elected deferral period (the Termination of Employment is not a distribution event under this Section 4.1).

Eligible employees who are members of a select group of management or highly compensated employees may elect to defer all or a portion of an incentive compensation award until the earlier to occur of the eligible employee’s # Disability or # Separation from Service. Anyone who has made a deferral shall remain a “participant” until such individual has received payment of all of his or her accounts under this Plan. A deferral must be expressed either as “all” or a specified percentage effective for 2024 and future calendar years. The granting of an incentive compensation award is discretionary and neither delivery of deferral election materials nor an election to defer shall affect entitlement to such an award. All deferral elections made under the Plan are irrevocable. It is intended that this arrangement qualify as, and shall be administered to qualify as being unfunded and being primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

Deferral Elections. If a Participant is permitted to elect to defer an Award or any payment under an Award, such election must be in writing (on a form acceptable to the Committee) and must be received by the Company by the following election deadlines:

Deferral Accounts. The Company will establish and maintain a hypothetical bookkeeping account established and maintained by the Company on behalf of a Participant to track the Participant’s [Section 409A] Award deferrals (a “Deferral Account”) in the name of each Participant whose payment of a [Section 409A] Award has been deferred in accordance with this [Section 6(a)(i)]. [Section 409A] Award deferrals shall be credited to the Deferral Account as of the date that the underlying Award would otherwise have been paid if such payment had not been deferred. Awards that were otherwise payable in cash will be credited to the Deferral Account as an equivalent amount of cash and Awards that were otherwise payable in shares of Stock will be credited to the Deferral Account as an equivalent number of shares of stock.

Deferral Elections. On or before December 31 of any calendar year, an Officer may elect to defer receipt of Base Salary otherwise payable to the Officer for services rendered in a subsequent calendar year. On or before the 30th day after the date such Long-Term Incentive Award is granted and subject to the requirements of Code Section 409A, an Officer may elect to defer the amount payable in respect of any Parent-Based Award or Time-Vesting Award but solely to the extent that such Award would not vest earlier than 12 months following such election. To the extent that any Time-Vesting Award or Parent-Based Award vests within 12 months of any deferral election, such election shall be void. On or before June 30 of any calendar year and subject to the requirements of Code Section 409A, an Officer who has been continuously employed by the Participating Companies from the later of # January 1 of the calendar year in which the Officer’s services in respect of such award commence and # the date on which the performance criteria with respect to the subject Cash Bonus or Performance-Vesting Award were established may elect to defer receipt of Cash Bonuses and Performance-Vesting Awards otherwise payable to the Officer with respect to a performance period ending on December 31 of the year in which the deferral election is made. Furthermore, when an Officer who is not (and has not during the immediately preceding 24 months been) eligible to participate in any other plan, program or arrangement of the Company which must be aggregated with the Plan for purposes of Code Section 409A first becomes eligible to participate in the Plan, the Officer may elect, within the 30 day period immediately following such eligibility date, to defer receipt of Base Salary otherwise payable to the Officer in the calendar year in which such eligibility date occurs with respect to services performed after the date of the Deferral Election. A Deferral Election shall be made by written or electronic notice on a form or in a manner prescribed by or acceptable to the Company and shall be effective only when properly filed with the Company. The Company may from time to time establish minimum and maximum amounts (which may be stated as percentages of Compensation) that an Officer may defer. Any Deferral Election shall be subject to such conditions as the Company shall determine.