Compliance with Section 409A of the Code. The Plan is intended to be exempt from or comply with section 409A of the Code and shall be administered in such a manner and shall be construed and interpreted in accordance with such intent To the extent that an Award or the payment of such Award is subject to section 409A of the Code, the Award shall be granted and paid in a manner that will comply with section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Award to fail to satisfy section 409A of the Code may be amended, in the discretion of the Committee, to comply with section 409A of the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A of the Code.

Compliance with Section 409A of the Code. TheThis Plan is intended to be exempt from or comply with section 409A of the Code and shall be administered in such a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intentintent. To the extent that an Award or the payment of such Awardpayment, settlement or deferral thereof is subject to sectionSection 409A of the Code, the Award shall be granted and paidgranted, paid, settled or deferred in a manner that will comply with sectionSection 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Awardpayment, settlement or deferral thereof to fail to satisfy sectionSection 409A of the Code mayshall be amended, in the discretion of the Committee,amended to comply with sectionSection 409A of the Code on a timely basis, andwhich may be amendedmade on a retroactive basis, in accordance with regulations and other guidance issued under sectionSection 409A of the Code.

Compliance with Section 409A of the Code. The Plan is intended to be exempt from or comply with section 409A of the Code and shall be administered in such a manner and shall be construed and interpreted in accordance with such intent To the extent that an Award or the payment of such Award is subject to section 409A of the Code, the Award shall be granted and paidgranted, paid, settled or deferred in a manner that will comply with sectionSection 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Awardpayment, settlement or deferral thereof to fail to satisfy sectionSection 409A of the Code mayshall be amended, in the discretion of the Committee,amended to comply with sectionSection 409A of the Code on a timely basis, andwhich may be amendedmade on a retroactive basis, in accordance with regulations and other guidance issued under sectionSection 409A of the Code. Notwithstanding the foregoing, the Company, the Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken or that was not taken by the Board or the Committee.

Compliance with Section 409A of the Code. The Plan isand all awards granted hereunder are intended to comply with, or otherwise be exempt from or comply withfrom, Code section 409A of409A. The Plan and all Awards granted under the Code andPlan shall be administered in such a manneradministered, interpreted, and shall be construed and interpreted in accordance with such intent To the extent that an Award or the payment of such Award is subject to section 409A of the Code, the Award shall be granted and paid in a manner that will complyconsistent with Code section 409A to the extent necessary to avoid the imposition of additional taxes under Code section 409A(a)(1)(B). Should any provision of the Code, including regulationsPlan, any Award Agreement, or any other guidance issued with respect thereto, except as otherwise determinedagreement or arrangement contemplated by the Committee. AnyPlan be found not to comply with, or otherwise be exempt from, the provisions of Code section 409A, such provision of this Plan that would causeshall be modified and given effect (retroactively if necessary), in the grant of an Award or the payment of such Award to fail to satisfy section 409A of the Code may be amended, in thesole discretion of the Committee, and without the consent of the holder of the Award, in such manner as the Committee determines to be necessary or appropriate to comply withwith, or to effectuate an exemption from, Code section 409A. Notwithstanding anything in the Plan to the contrary, in no event shall the Committee exercise its discretion to accelerate the payment or settlement of an award where such payment or settlement constitutes deferred compensation within the meaning of Code section 409A ofunless, and solely to the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issuedextent that, such accelerated payment or settlement is permissible under section 409A of the Code.Treasury Regulation [section 1.409A-3(j)(4)])] or any successor provision.

Compliance with Section 409A of the Code. TheThis Plan is intended to be exempt from or comply with section 409A of the Code and shall be administered in such a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intentintent. To the extent that an Award or the payment of such Awardpayment, settlement or deferral thereof is subject to section 409A of the Code, the Award shall be granted and paid in a manner that will comply with section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Award to fail to satisfy section 409A of the Code may be amended, in the discretion of the Committee, to comply with section 409A of the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A of the Code.

Compliance with Section 409A of the Code. TheAll Awards granted hereunder shall be granted in compliance with, or shall be structured to be exempt from, the provisions of Section 409A of the Code. Notwithstanding anything to the contrary in the Plan, any and all Awards, payments, distributions, deferral elections, transactions and any other actions or arrangements made or entered into pursuant to the Plan shall remain subject at all times to compliance with the requirements of Section 409A of the Code. If the Committee determines that an Award, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to Section 409A of the Code, such Award, payment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Plan shall be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A of the Code to the extent determined by the Committee. Notwithstanding any provision of the Plan to the contrary, in the event that following the date an Award is granted the Committee determines that the Award may be subject to Section 409A of the Code and related U.S. Department of Treasury guidance (including such guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including amendments or actions that would result in a reduction to the benefits payable under an Award, in each case, without the consent of the Participant, that the Committee determines are necessary or appropriate to # exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or # comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical. To the extent required in order to avoid the imposition of any interest and/or additional tax under Section 409A(a)(1)(B) of the Code, any payments or deliveries due upon the Participant’s “separation from service” within the meaning of [Section 409A] shall be delayed for six months if a Participant is deemed to be a “specified employee” as defined by [Section 409A(a)(2)(i)(B)] of the Code. Nothing in this Plan or in an Award agreement shall provide a basis for any person to take any action against the Company or any affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any Awards, and neither the Company nor any affiliate will have any liability under any circumstances to the Participant or any other party if the Award that is intended to be exempt fromfrom, or comply with section 409A of the Code and shall be administered in such a manner and shall be construed and interpreted in accordance with such intent To the extent that an Award or the payment of such Award is subject to sectioncompliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Award shall be granted and paid in a manner that will comply with section 409A of the Code, including regulations or other guidance issuedCommittee with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Award to fail to satisfy section 409A of the Code may be amended, in the discretion of the Committee, to comply with section 409A of the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A of the Code.thereto.

Compliance withAwards shall be designed, granted, and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and each Award Agreement under the Plan that is intended to be exempt from or comply with sectionthe requirements of Section 409A of the Code and shall be administered in such a manner and shall be construed and interpreted in accordance with such intent Tointent. If the extentCommittee determines that an Award, Award or the payment of such Award is subject to section 409A of the Code, the Award shall be granted and paid in a manner that will comply with section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Award to fail to satisfy section 409A of the Code may be amended, in the discretion of the Committee, to comply with section 409A of the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A of the Code.Agreement, payment, distribution, deferral election,

Compliance withCode Section 409A of the Code. The Plan is intended to be exempt from or comply with section 409A of the Code and shall be administered in such a manner and shall be construed and interpreted in accordance with such intentCompliance. To the extent applicable, it is intended that anthis Award orand the payment of such Award isPlan not be subject to section 409Aor otherwise comply with the provisions of Code Section 409A, so that the Code,income inclusion provisions of Code Section 409A(a)(1) do not apply. This Award and the AwardPlan shall be grantedinterpreted and paidadministered in a manner that will complyconsistent with section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Anythis intent, and any provision of this Plan that would cause the grant of an Award or the payment of such AwardPlan to fail to satisfy sectionCode Section 409A of the Code may be amended, in the discretion of the Committee,shall have no force and effect until amended to comply with sectionCode Section 409A of(which amendment may be retroactive to the extent permitted by Code on a timely basis,Section 409A and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A ofmade by the Code.Corporation without the Grantee’s consent).

Compliance with [Section 409A of the Code.409A]. The Plan is intended to beprovide compensation that is exempt from or complythat complies with sectionCode Section 409A and Treasury Regulations thereunder (“[Section 409A]”), and the Plan’s terms and the terms of any Award Agreement, including any definition in the Code andPlan or any Award Agreement, shall be administered in such a manner and shall be construed and interpreted in accordance with such intent To the extent that an Award or the payment of such Award is subject to section 409A of the Code, the Award shall be granted and paid in a manner that will complyis compliant with section 409Aor exempt from the application of [Section 409A], as appropriate. For purposes of [Section 409A], each payment under the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Awardshall be deemed to fail to satisfy section 409A of the Code may be amended, in the discretion of the Committee, to comply with section 409A of the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A of the Code.separate payment.

A Compliance with Section 409A ofAwards under the Code. The Plan is intendedmay be structured to be exempt from or comply with sectionbe subject to Section 409A of the Code and shall be administered in such a manner and shall be construed and interpreted in accordance with such intent To the extent that an Award orAwards granted under the payment of such Award isPlan are subject to sectionSection 409A of the Code, the Award shallPlan will be grantedconstrued and paidadministered in a manner that willenables the Plan and such Awards to comply with sectionthe provisions of Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Award to fail to satisfy section 409A of the Code may be amended, in the discretion of the Committee, to comply with section 409A of the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A of the Code.