Any liability of the Company to any Participant with respect to an Award shall be based solely upon the obligations, if any, created by the Plan and the Award Schedule.

Limits on Transferability. Grantee’s right in the Restricted Stock Units awarded under this Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution. The Award shall not be subject to execution, attachment or other process.

Limits on Awards. Unless approved by two-thirds of the members of the Board of Directors, no participant shall receive an award under the Plan in any one calendar year that has a maximum target of more than two (2) times the participant’s base salary for the year for which the award is made, and a maximum payout of more than two (2) times the target established by the Committee for the year for which the award is made.

Annual Award Limits. No Participant may be granted Options or SARs under the Plan for more than an aggregate of 1,000,000 Shares in a Plan Year, as may be adjusted pursuant to Section 4.4. The maximum dollar amount payable under all Performance Unit Awards and Cash-Based Awards that are intended to qualify as Performance-Based Compensation plus the maximum value of Shares under all Performance Share Awards and Other Stock-Based Awards that are intended to qualify as Performance-Based Compensation, in the aggregate, granted to any one Participant in any one Plan Year shall not exceed $5,000,000; for this purpose, the value of Shares shall be the FMV of the Shares on the Grant Date of the applicable Award.

Limits of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3(d) of the Plan) in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not taken, in good faith under the Plan.

Denali shall maintain statutory Workers’ Compensation limits and Employers Liability limits shall be at a minimum amount of ​.

The limits on Non-Employee Director compensation contained in the Plan or in any other documents or policy, if any, shall govern the compensation to be provided under this Policy. To the extent the compensation to be paid or provided under this Policy to a Non-Employee Director would exceed such limits, the compensation shall be automatically reduced to the extent necessary to ensure it complies with such limits.

Code §415 limits in Section 4.4, Compensation includes all Compensation paid by or for any Participating Employer.

Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each non-employee director is entitled to receive under this Policy shall be subject to the limits set forth in [Section 4.3.4] of the Omnibus Plan or any similar limits in any successor plan.

Compensation. In consideration for the services rendered by the Employee hereunder, the Company shall pay the Employee compensation as follows: