No Company Liability. All RSUs and any Dividend Equivalents granted hereunder are intended to be compliant with Code Section 409A, and this Agreement and the Plan shall be interpreted, construed and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan may be amended at any time, without the consent of any party, to the extent that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary based on matters covered by Code Section 409A, including the tax treatment of any amount paid or RSUs and any Dividend Equivalents granted under this Agreement, and neither the Company nor any of its Subsidiaries shall under any circumstances have any liability to the Grantee or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Code Section 409A.

provisions of Section 409A, and this409A of the Code. This Agreement and the Plan shall be interpreted, construedadministered in a manner consistent with this intent, and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan may be amended at any time, without the consent of any party, to the extentprovision that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing inwould cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall provide a basis for any personhave no force or effect until amended to take action againstcomply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company or any Subsidiary based on matters covered by Code Section 409A, includingwithout the tax treatmentconsent of any amount paid or RSUs and any Dividend Equivalents granted under this Agreement, and neitherthe Grantee). Further, the Company nordoes not make any of its Subsidiaries shall under any circumstances have any liabilityrepresentation to the Grantee that the RSUs satisfy the requirements of Section 409A of the Code, and the Company will have no liability or hisother obligation to indemnify or her estatehold harmless the Grantee or any other party for any taxes,tax, additional tax, interest or penalties that the Grantee or interest due on amounts paidany other party may incur in the event that any provision of the Agreement or payable under this Agreement, including taxes, penaltiesany amendment or interest imposed under Codemodification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.409A of the Code.

with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company Liability. Alldetermines are necessary or appropriate to ensure that all RSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, [Section 409A] or mitigate any Dividend Equivalents granted hereunder are intended to be compliant with Codeadditional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A, and this Agreement and the Plan shall be interpreted, construed and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan may be amended at any time, without the consent of any party, to the extent409A: provided however, that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall notmakes no representations that the RSUs or dividend equivalents will be exempt from any taxes, interest, and/or penalties that may apply under any obligationSection 409A and makes no undertaking to make any such amendment. Nothing inpreclude [Section 409A] from applying to this Agreement orRSU. For the Plan shall provide a basis for any person to take action againstavoidance of doubt, the Company or any Subsidiary based on matters covered by Code Section 409A, including the tax treatment of any amount paid or RSUsEmployee hereby acknowledges and any Dividend Equivalents granted under this Agreement, andagrees that neither the Company nor any of its Subsidiaries shall under any circumstancesAffiliate or Subsidiary will have any liability to the Grantee or his or her estateEmployee or any other party forif any taxes, penalties or interest due on amounts paid or payable under this Grant Agreement are not exempt from, or compliant with, [Section 409A], or for any action taken by the Company with respect thereto. Any payments under this Grant Agreement, including taxes, penaltiesthe settlement of which is triggered by a "separation from service" (within the meaning of [Section 409A]) of a "specified employee" (as defined under Section 409A), shall be made on a date that is the earlier of # the Employee’s death or interest imposed under Code Section 409A.# the later of the specified settlement date and the date which is six months after the date of the Employee’s separation from service.