The rules in this Section 2 are intended to ensure that the Plan complies with Internal Revenue Code Section 409A and applicable guidance thereunder, and the Plan shall be administered and interpreted in a manner consistent with such intent.

The Company intends that this Plan comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Department of Treasury regulations and other guidance promulgated thereunder. This Plan shall be administered in a manner that will comply with Section 409A of the Code. Any provision of this Plan that is not in compliance with Section 409A shall have no force and effect, and no action shall be taken with respect to this Plan that would violate any provisions of Section 409A.

1.5Compliance with Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Code and final regulations, rulings and other applicable guidance issued thereunder (collectively, “[Section 409A]”), and shall be interpreted and administered accordingly.

17 [Section 409A]. It is intended that this Plan shall conform with all applicable requirements of [Section 409A]. As such, in interpreting, construing or applying any of the foregoing definitions or any of the terms, conditions or provisions of the Plan, the same shall be construed in such manner and shall meet and comply with Section 409A of the Internal Revenue Code, any valid proposed or final regulation issued thereunder, or any other rulings or interpretations or precedents under Section 409A.

1.16Compliance with Section 409A of the Code. This Plan is intended to comply with the provisions of Section 409A of the Code, and shall be interpreted and construed accordingly. The Company shall have the discretion and authority to amend this Plan at any time to satisfy any requirements of Section 409A of the Code or guidance provided by the U.S. Treasury Department to the extent applicable to the Plan.

The Plan is intended to comply with paragraphs (2), (3) and (4) of Section 409A(a) of the Code, and should be interpreted in a manner consistent with that intent.

It is intended that this Agreement and its administration comply with the provisions of Section 409A of the Code (as defined below). Accordingly, notwithstanding any provision in this Agreement or in the Plan to the contrary, this Agreement and the Plan will be interpreted, applied and amended to the minimum extent necessary to comply with Section 409A of the Code, so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of paragraphs (2), (3) and (4) of Section 409A(a) of the Code. As used herein, “Code” means the Internal Revenue Code of 1986 as amended from time to time, and any interpretations thereof issued by the U.S. Treasury Department on which the Company is permitted to rely.

To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service.

Compliance with Section 409A. The Plan shall be administered to comply with Section 409A of the Code, and if any Plan provision is found not to be in compliance with Section 409A of the Code, the provision shall be deemed modified as necessary to meet the requirements of Section 409A of the Code.

This Plan is intended to comply in form with Section 409A of the Code. Any provision of [Section 409A] that is required to be in the Plan is hereby incorporated by reference and if any provision herein is in conflict with Section 409A, the terms of [Section 409A] shall govern.