A Compliance Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid adverse tax consequences pursuant to Section 409A of the Code Notwithstanding the foregoing, neither the Company nor the Committee, nor any of the Company’s directors, officers or employees shall have any liability to any person in the event Section 409A of the Code applies to any payment or right under this Plan in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees

A Compliance[Section 409A] Compliance. The Plan is intended to be administered and interpreted in a manner consistent with the requirements, where applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid adversethe imposition on participants in the Plan of immediate tax consequencesrecognition and additional taxes pursuant to Section 409A of the Code409A. Notwithstanding the foregoing, neither the CompanyCompany, the Board nor the Committee, nor any of the Company’s directors, officers or employeesCommittee shall have any liability to any person in the event Section 409A of the Code[Section 409A] applies to any paymentsuch Award or right under this PlanOption in a manner that results in adverse tax consequences for the Participantparticipant or any of hishis/her beneficiaries or transfereestransferees.

A Compliance Where reasonably possible and practicable,The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in a manner to avoid adverse tax consequences pursuant to Section 409A of the Codecompliance therewith. Notwithstanding the foregoing, neither the Company nor the Committee, norCommittee shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Company’s directors, officers or employees shallCode and neither the Company nor the Committee will have any liability to any person in the event Section 409A of the Code applies to any paymentParticipant for such additional tax or right under this Plan in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transfereespenalty.

A Compliance[Section 409A] Compliance. The Plan is intended to be administered and interpreted in a manner consistent with the requirements, where applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid adversethe imposition on Grantees in the Plan of immediate tax consequencesrecognition and additional taxes pursuant to Section 409A of the Code409A. Notwithstanding the foregoing, neither the CompanyCompany, the Board nor the Committee, nor any of the Company’s directors, officers or employeesCommittee shall have any liability to any person in the event Section 409A of the Code[Section 409A] applies to any paymentsuch Award or right under this PlanOption in a manner that results in adverse tax consequences for the ParticipantGrantee or any of hishis/her beneficiaries or transfereestransferees.

A Compliance Where reasonably possibleAlthough the Company does not guarantee the tax treatment of any payments or benefits under the Plan, the intent of the Company is that the payments and practicable,benefits under this Plan be exempt from, or comply with, Code Section 409A and to the maximum extent permitted the Plan shall be administeredlimited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its Affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on a manner to avoid adverse tax consequences pursuant toParticipant by Code Section 409A of theor damages for failing to comply with Code Notwithstanding the foregoing, neither the Company nor the Committee, nor any of the Company’s directors, officers or employees shall have any liability to any person in the event Section 409A of the Code applies to any payment or right under this Plan in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees409A.

A Compliance Where reasonably possible and practicable,Code Section 409A. To the extent applicable, the Plan is intended, and shall be administered in a mannerconstrued, to avoid adverse tax consequences pursuant tocomply with the requirements of Section 409A of the Code. The Corporation does not warrant that the Plan will comply with Section 409A of the Code Notwithstandingwith respect to any Participant or with respect to any payment, however. In no event shall the foregoing, neither the Company nor the Committee, norCorporation, its officers, directors, employees, parents, subsidiaries (including any Employer), or affiliates be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Company’Plan’s directors, officers or employees shall have any liabilityfailure to any person insatisfy the eventrequirements of Section 409A of the Code appliesCode, or as a result of the Plan’s failure to satisfy any payment or right under this Plan in a manner that results in adverse tax consequencesother applicable requirements for the Participant or anydeferral of his beneficiaries or transfereestax.

A Compliance Where reasonably possible[Section 409A]. This Agreement and practicable, the Plan shallshall, to the extent possible, be administeredinterpreted and operated in a manner to avoid adverse tax consequences pursuantthe application of Section 409A(a)(1) of the Code. Notwithstanding anything in this Agreement or the Plan to the contrary, the Committee shall be authorized to take any unilateral action, including the amendment of this Agreement and the Plan, that it deems necessary or desirable to avoid the application of or noncompliance with Section 409A of the Code Notwithstanding the foregoing,Code; provided, however, that neither the Company norCompany, the Committee, norCommittee or any of the Company’s directors, officersother officer, employee or employeesagent shall have any liability to a Participant with respect to any person inamount paid or payable by the eventParticipant by reason of the application or violation of Section 409A of the Code applies to any payment or right under this Plan in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transfereesCode.

A Compliance Where reasonably possible and practicable, theGeneral. This Plan shall be interpreted and administered in a manner to avoid adverse tax consequences pursuant toso that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code Notwithstanding the foregoing, neither the Company nor the Committee, norand applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any of the Company’s directors, officers or employees shall have any liability to any person in the eventapplicable transition relief under Section 409A of the Code applies toCode). Nevertheless, the tax treatment of the benefits provided under the Plan is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any paymenttaxes, interest, penalties or right under this Plan in a manner that results in adverse tax consequences forother monetary amounts owed by the Participant or anyas a result of his beneficiaries or transfereesthe application of Section 409A of the Code.

A Compliance Where reasonably possible[Section 409A] Compliance. It is intended that all of the payments and practicable,benefits made or provided under the Plan are intended to comply with or be exempt from the requirements of Code Section 409A and regulations thereunder, in either case so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and the Plan shall at all times be administered in a mannerinterpreted consistently with such intent. If any provision of this Plan would otherwise conflict with or frustrate this intent, such provision will be interpreted and deemed amended so as to avoid adverse tax consequences pursuantthe conflict. The Administrator reserves the right to take any action it deems appropriate or necessary to comply with the requirements of Code Section 409A of the Code Notwithstanding the foregoing, neither the Company nor the Committee, nor any of the Company’s directors, officers or employees shall have any liability to any person in the event Section 409A of the Code applies to any payment or right under this Plan in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees409A.

A Compliance Where reasonably possible and practicable, theIt is intended that each Unit granted under this Plan shall be administeredexempt from or comply with the requirements of Section 409A of the Code. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, no Unit shall be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the Unit to avoid adverse tax consequences pursuantfail to comply with Section 409A of the Code, or fail to satisfy the conditions of an applicable exemption from the requirements of Section 409A of the Code Notwithstandingor otherwise would subject the foregoing, neither the Company nor the Committee, nor any of the Company’s directors, officers or employees shall have any liabilityParticipant to any person in the eventadditional tax imposed under Section 409A of the Code appliesCode. Although the Company will use good faith efforts to any payment or rightavoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Plan inis not warranted or guaranteed. Neither the Company, its Subsidiaries nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by a manner that results in adverse tax consequences forParticipant (or any other individual claiming a benefit through the Participant or anyParticipant) as a result of his beneficiaries or transfereesthis Plan.