Compliance with Section 409A of the Code. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after ​. Notwithstanding any provisions of the Plan or any election form to the contrary, no otherwise permissible election under the Plan shall be given effect that would result in the taxation of any amount under Section 409A of the Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Compensation Committee, an Employee may be permitted to terminate participation in the Plan or cancel an election with respect to deferral elections made under the Plan prior to ​.

CompliancePlan to Comply with Code Section 409A of409A. Notwithstanding any provision to the Code. Thecontrary in this Plan, each provision in this Plan is intendedshall be interpreted to provide forpermit the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after December 31, 2004. NotwithstandingCode section 409A, and any provisions of the Plan or any election form to the contrary, no otherwise permissible election under the Plan shall be given effectprovision that would result in the taxation of any amount under Section 409A of the Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in accordanceconflict with procedures established by the Compensation Committee, an Employee maysuch requirements shall not be permitted to terminate participation in the Planvalid or cancel an election with respect to deferral elections made under the Plan prior to January 1, 2005.enforceable.

CompliancePlan to Comply with Code Section 409A of409A. Notwithstanding any provision to the Code. Thecontrary in this Plan, each provision in this Plan is intendedshall be interpreted to provide forpermit the deferral of compensation in accordance with the provisions of SectionCode section 409A of the Code, for compensation earned, vested, or deferred after December 31, 2004. Notwithstandingand any provisions of the Plan or any election form to the contrary, no otherwise permissible election under the Plan shall be given effectprovision that would result in the taxation of any amount under Section 409A of the Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in accordanceconflict with procedures established by the Compensation Committee, an Employee maysuch requirements shall not be permitted to terminate participation in the Planvalid or cancel an election with respect to deferral elections made under the Plan prior to January 1, 2005.enforceable.

ComplianceSection #9Plan to Comply with Code Section 409A of409A. Notwithstanding any provision to the Code. Thecontrary in this Plan, each provision in this Plan is intendedshall be interpreted to provide forpermit the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after ​. NotwithstandingCode section 409A, and any provisions of the Plan or any election form to the contrary, no otherwise permissible election under the Plan shall be given effectprovision that would result in the taxation of any amount under Section 409A of the Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in accordanceconflict with procedures established by the Compensation Committee, an Employee maysuch requirements shall not be permitted to terminate participation in the Planvalid or cancel an election with respect to deferral elections made under the Plan prior to ​.enforceable.