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All payments of “non-qualified deferred compensation” (within the meaning of Code Section 409A) under this Plan, whether or not expressly designated as such, are intended to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith. Neither the Participant nor the Company may accelerate any such deferred payment, except in compliance with Code Section 409A for such events that include but may not be limited to a termination of the Plan.

All[Section 409A]. The provisions regarding all payments of “non-qualified deferred compensation” (within the meaning of Code Section 409A) under this Plan, whether or not expressly designated as such, are intended to comply with the requirements of Code Section 409A, andbe made hereunder shall be interpreted in accordance therewith. Neithersuch a manner that all such payments either comply with Section 409A of the Participant norCode or are exempt from the Company may acceleraterequirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A of the Code and the payment of any such deferred payment, except in compliance with Code Section 409A for such events that include butamounts may not be limitedaccelerated or delayed except to a terminationthe extent permitted by Section 409A of the Plan.Code. The Company makes no representation or warranty and shall have no liability to any Participant or any other person if any payments under any provisions of this Plan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.

All payments of “non-qualified deferred compensation” (within the meaning of Code Section 409A) under this Plan, whether or not expressly designated as such, areThis Plan is intended to comply with the requirements of Code Section 409A or an exemption or exclusion therefrom and, with respect to amounts that are subject to Code Section 409A, and shallit is intended that this Plan be interpretedadministered in all respects in accordance therewith. Neither the Participant nor the Company may accelerate any such deferred payment, except in compliance with Code Section 409A. Each payment under any Award that constitutes nonqualified deferred compensation subject to Code Section 409A shall be treated as a separate payment for purposes of Code Section 409A. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Code Section 409A. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by the Corporation), amounts in respect of an Award that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A that would otherwise be payable by reason of a Participant’s separation from service during the six-month period immediately following such eventsseparation from service shall instead be paid or provided on the first business day following the date that include but may notis six months following the Participant’s separation from service (if the Participant dies following the separation from service and prior to the payment of any amounts delayed on account of Code Section 409A, such amounts shall be limitedpaid to the personal representative of the Participant’s estate within 30 days following the date of the Participant’s death). No benefit under the Plan payable in connection with a termination of Service or employment that is considered deferred compensation under Code Section 409A will be paid or otherwise provided until the Plan.relevant Participant has a “separation from service” within the meaning of Code Section 409A.

AllThe provisions regarding all payments of “non-qualified deferred compensation” (within the meaning of Code Section 409A) under this Plan, whether or not expressly designated as such, are intended to comply with the requirements of Code Section 409A, andbe made hereunder shall be interpreted in accordance therewith. Neithersuch a manner that all such payments either comply with Section 409A of the Participant norInternal Revenue Code of 1986, as amended (the “Code”), or are exempt from the Company may acceleraterequirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A of the Code and the payment of any such deferred payment, except in compliance with Code Section 409A for such events that include butamounts may not be limitedaccelerated or delayed except to a terminationthe extent permitted by Section 409A of the Plan.Code. The Company makes no representation or warranty and shall have no liability to any Non-Employee Director or any other person if any payments under any provisions of the Director Compensation Plan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.

All paymentsCompliance with Code Section 409A. It is intended that any compensation, benefits or other remuneration which is provided pursuant to or in connection with the Plan which is considered to be nonqualified deferred compensation subject to Code Section 409A shall be provided and paid in a manner, and at such time and in such form, including application of “non-qualified deferred compensation” (withina six-month delay for specified employees in certain circumstances, as complies with the meaningapplicable requirements of Code Section 409A)409A to avoid the unfavorable tax consequences provided therein for non-compliance. Where an Award provides or may provide nonqualified deferred compensation subject to Code Section 409A, the Agreement will set forth the requirements under this Plan, whetherCode Section 409A and additionally no elective deferral of payment or not expressly designated as such,settlement of the Award shall be permitted unless the elective deferral provisions therefor are intended to complyset out in the Agreement or in another written document authorized by the Committee in accordance with the requirements of Code Section 409A,409A. Notwithstanding any provision of the Plan to the contrary, the Committee is authorized to amend any Award Agreement and shallto amend or declare void any election by a Participant as may be interpreted in accordance therewith. Neitherdetermined by the Participant nor the Company may accelerate any such deferred payment, except inCommittee to be necessary or appropriate to evidence or further evidence required compliance with Code Section 409A for such events that include but may not be limited409A. The Committee, however, shall have no responsibility or liability if any Award is subject to a termination of the Plan.adverse taxation under Code Section 409A.

All payments of “non-qualified deferred compensation” (withinTo the meaning of Code Section 409A) underextent applicable, it is intended that this Plan, whether or not expressly designated as such, are intended toAgreement and any payment made hereunder shall comply with the requirements of section 409A of the Code Section 409A,or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be interpretedadministered in accordance therewith. Neither the Participant nor the Company may accelerate any such deferred payment, except in compliance with Code Sectionsection 409A. Any provision that would cause this Agreement or any payment hereof to fail to satisfy Code section 409A forshall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the Employee, which amendment may be retroactive to the extent permitted by Code section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the Employee's termination of employment, such events that include but mayamount or benefit will not be limitedpayable or distributable to athe Employee by reason of such circumstance unless # the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Code section 409A or # the Plan.payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A-compliant "separation from service."

All paymentsEach Employee Benefit Plan that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of “non-qualified deferred compensation” (within the meaning of Code Section 409A) under this Plan, whether or not expressly designated as such, are intended to comply with the requirements of Code Section 409A, and shall be interpretedCode) is in accordance therewith. Neither the Participant nor the Company may accelerate any such deferred payment, except inmaterial compliance with Code Section 409A forof the Code and the regulations thereunder, and none of such events that include but may notEmployee Benefit Plans or the completion of the transactions contemplated hereunder will cause any Participant to be limitedsubject to a terminationmaterial Tax imposed by [Section 409A(a)(1)(B)] of the Plan.Code.

All paymentsThe Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of “non-qualified deferred compensation” (within the meaning of Code Section 409A)or payments, compensation or other benefits under this Plan, whether or not expressly designated as such,Plan are intendeddetermined to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith. Neither the Participant nor the Company may accelerate any suchconstitute nonqualified deferred payment, except in compliance with Codecompensation subject to Section 409A for such events that include but may not be limited to a termination of the Plan.Code but do not to satisfy the conditions of that section.

All paymentsSection 409A of “non-qualifiedthe Code. The Company intends to administer this Plan in order to comply with Section 409A of the Code, or an exemption to Section 409A of the Code, with regard to Awards that constitute nonqualified deferred compensation” (withincompensation within the meaning of Section 409A of the Code. To the extent that the Company determines that a Participant would be subject to the additional twenty percent (20%) tax imposed on certain nonqualified deferred compensation plans pursuant to Section 409A of the Code Section 409A)as a result of any provision of any Award granted under thisthe Plan, whether or not expressly designated as such, are intended to comply with the requirements of Code Section 409A, andsuch provision shall be interpreted in accordance therewith. Neitherdeemed amended to the Participant nor the Company may accelerateminimum extent necessary to avoid application of such additional tax. The nature of any such deferred payment, except in compliance with Code Section 409A for such events that include but may notamendment shall be limited to a termination ofdetermined by the Plan.Committee.

All payments[Section 409A]. The Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of “non-qualifiedany additional tax or penalty on any Participant under Section 409A, and neither the Company nor the Committee will have any liability to any Participant for such additional tax or penalty. Each Award that provides for “nonqualified deferred compensation” within the meaning of [Section 409A] shall be subject to such additional rules and requirements as specified by the Committee from time to time to comply with Section 409A. If any amount under such an Award is payable upon a “separation from service” (within the meaning of Code Section 409A) under this Plan, whether or not expressly designated as such, are intended[Section 409A]) to comply witha Participant who is then considered a “specified employee” (within the requirementsmeaning of Code Section 409A, and[Section 409A]), then no such payment shall be interpreted in accordance therewith. Neithermade prior to the Participant nordate that is the Company may accelerateearlier of # six months and one day after the Participant’s separation from service, or # the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. In addition, the settlement of any such deferred payment, except in compliance with Code Section 409A for such events that include butAward may not be limitedaccelerated except to a termination of the Plan.extent permitted by [Section 409A].

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