If the Company Stock is listed on any established stock exchange or quoted on any established stock market system, Fair Market Value shall be the closing price for the Company Stock on the date as of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing price on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market system or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value.

If the Company Stockcommon stock is at the time listed on any established stock exchange or quoted on any established stock market system,Stock Exchange, then the Fair Market Value shall be the closing selling price per share of common stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the common stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Company Stockcommon stock on the date as of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing price on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market system or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determinein question, then the Fair Market Value ifshall be the daily volume of trading inclosing selling price on the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value. last preceding date for which such quotation exists.

If the CompanyCommon Stock is at the time listed on any established stock exchange or quoted on any established stock market system,other Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the CompanyCommon Stock on the date as of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing price on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market system or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determinein question, then the Fair Market Value ifshall be the daily volume of trading inclosing selling price on the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value. last preceding date for which such quotation exists.

If the Company Stock is listed on any established stock exchange or quoted on any established stock market system,exchange, its Fair Market Value shall be the closing sales price for such Stock as quoted on such exchange for the Companylast market trading day prior to the time of determination (or, if there are no actual sales of such Stock on such date, the date aslatest sales price of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing price on the immediatelysuch Stock preceding date on which the Company Stock was traded) as reported by such exchange or stock market system or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value. date);

If the CompanyCommon Stock is listed on any established stock exchange or quoted on any established stocka national market system, its Fair Market Value shall be the closing sales price for a share of such stock (or the Company Stock on the date as of which Fair Market Value is determined for any purpose under the Plan (orclosing bid, if no tradessales were reported the closing pricereported) as quoted on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market system for such date, or if no bids or sales were reported for such date, then the closing sales price (or the closing bid, if no sales were reported) on the trading date immediately prior to such date during which a bid or sale occurred, in each case, as reported in The Wall Street Journal or such other source as the CommitteeAdministrator deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value.

If“Fair Market Value” means, as of any specified date, # if the Company Stock is listed on any establisheda national securities exchange, the closing sales price of the Stock, as reported on the stock exchange or quoted on any established stock market system, Fair Market Value shall be the closing price for the Company Stockcomposite tape on the preceding date as of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing pricesales occur on that date, on the immediatelylast preceding date on which such sales of the CompanyStock are so reported); # if the Stock is not traded on a national securities exchange but is traded over the counter at the time a determination of its fair market value is required to be made under the Plan, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was traded) as reported by such exchange or stock market system or such other source aspublicly traded preceding the Committee deems reliable; provided, however, the Committee may electdate with respect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determinewhich the Fair Market Value if the daily volume of tradingdetermination is made; or # in the Companyevent Stock is not, innot publicly traded at the sole discretiontime a determination of the Committee, sufficientits value is required to be a reliable indicator of Fair Market Value. made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate including, without limitation, the Nonqualified Deferred Compensation Rules.

IfIf, on such date, the CompanyCommon Stock is listed on any established stocka national or regional securities exchange or quoted on any established stock market system, the Fair Market Value of a share of Common Stock shall be the closing price of a share of Common Stock on such national or regional securities exchange or market system constituting the primary market for the Company Stock on the date as of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing price on the immediately preceding date on which the Company Stock was traded)Common Stock, as reported by such exchange or stock market systemin the Eastern Edition of The Wall Street Journal or such other source as the CommitteeCompany deems reliable; provided, however,reliable. If the Committee may elect to use, subject to applicable requirements ofrelevant date does not fall on a day on which the Code and Treasury Regulations,Common Stock has traded on such securities exchange or market system, the average closing price over a designated number of up to thirty (30) consecutive days to determinedate on which the Fair Market Value ifshall be established shall be the daily volume of trading inlast day on which the CompanyCommon Stock is not, inwas so traded prior to the sole discretion ofrelevant date, or such other appropriate day as shall be determined by the Committee, sufficient to be a reliable indicator of Fair Market Value. in its discretion.

If the Company Stock is listed on any established stock exchange or quoted on any established stock market system, Fair “Market Value shall beValue” means the closing price forat which a share of the CompanyCommon Stock shall have been traded on the date as of which Fairsuch Market Value is determined for any purpose under the Planto be determined, as specified herein (or if no trades were reported the closing price on the immediatelynext preceding trading day if such date was not a trading date, as reported by the principal securities exchange on which the CompanyCommon Stock is traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was traded) as reportedreported. If the Common Stock is not listed for trading on a national securities exchange, the fair market value of the shares shall be determined by such exchange or stock market system or such other source as the Committee deems reliable; provided, however,in good faith and in accordance with a reasonable valuation method as determined under Code Section 409A and the Committee may elect to use, subject to applicable requirements of the Coderules and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value.regulations promulgated thereunder).

IfIf, on such date, the CompanyCommon Stock is listed on any established stocka national or regional securities exchange or quoted on any established stock market system, including without limitation the Nasdaq Global Market, the Fair Market Value of a Share shall be the closing price foron such date of a Share (or the Company Stock on the date asmean of which Fair Market Value is determined for any purpose under the Plan (or if no trades were reported the closing pricebid and asked prices of a Share if the stock is so quoted instead) as quoted on the immediately preceding date on which the Company Stock was traded) as reported by such exchange or stock market system constituting the primary market for the Common Stock, as reported in The Wall Street Journal or such other source as the CommitteeAdministrator deems reliable; provided, however,reliable. If the Committee may elect to use, subject to applicable requirements ofrelevant date does not fall on a day on which the Code and Treasury Regulations,Common Stock has traded on such securities exchange or market system, the average closing price over a designated number of up to thirty (30) consecutive days to determinedate on which the Fair Market Value ifshall be established shall be the daily volume of tradinglast day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Administrator, in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value. its discretion.

If on such Determination Date the Companyshares of Stock isare listed on anya Stock Exchange, or are publicly traded on another established stock exchange or quoted on any established stocksecurities market system,(a “Securities Market”), the Fair Market Value of a share of Stock shall be the closing price forof the Company Stock on such Determination Date as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the date asCommittee shall designate the appropriate Stock Exchange or Securities Market for purposes of whichthe Fair Market Value determination). If there is determined for any purpose underno such reported closing price on such Determination Date, the Plan (or if no trades were reportedFair Market Value of a share of Stock shall be the closing price of the Stock on the immediately preceding dateday on which the Companyany sale of Stock was traded) asshall have been reported byon such exchange or stock market systemStock Exchange or such other source as the Committee deems reliable; provided, however, the Committee may elect to use, subject to applicable requirements of the Code and Treasury Regulations, the average closing price over a designated number of up to thirty (30) consecutive days to determine the Fair Market Value if the daily volume of trading in the Company Stock is not, in the sole discretion of the Committee, sufficient to be a reliable indicator of Fair Market Value.Securities Market.