COMPLIANCE WITH SECTION 409A OF THE CODE. This Award is intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code) as of the date of your “Separation from Service” (as defined in Section 409A), then the issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

COMPLIANCE WITH SECTION 409A OF THE CODE. This Award is intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complyingcomply with the “short-“short-term deferral”deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly.. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences409A, and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A andif you are a “Specified Employee”“Specified Employee” (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code) as of the date of your “Separation“separation from Service” (as defined inservice” (within the meaning of Treasury Regulation Section 409A)1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of your Separationthe separation from Serviceservice or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the Separationseparation from Service,service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment”“separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

COMPLIANCE WITH SECTION 409A OF THE CODE.Compliance with Section 409A. This Award is intended to be exempt from the application of Section 409A of the Code, including but not limited toCode by reasonsatisfying the requirements of complying with the “short-“short-term deferral”deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly.. Notwithstanding the foregoing, if it is determined that thethis Award of Restricted Stock Units fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences409A, and any ambiguities herein shall be interpreted accordingly. If itif Participant is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee”“specified employee” (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code) as of the date of your “SeparationParticipant’s “separation from Service” (as defined inservice” (within the meaning of Treasury Regulation Section 409A)1.409A-1(h)), then the issuance of any sharesShares that otherwise would otherwise be made upon the date of your Separationthe separation from Serviceservice or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and instead will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the Separationseparation from Service,service, with the balance of the sharesShares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the sharesShares is necessary to avoid the imposition of adverse taxation on youParticipant in respect of the sharesShares under Section 409A of the Code.409A. Each installment of sharesShares that vests is intended to constitute a “separate payment”“separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding any contrary provision of the Plan, the Notice of Grant, or of this Agreement, under no circumstances will the Company reimburse Participant for any taxes or other costs under Section 409A or any other tax law or rule. All such taxes and costs are solely Participant’s responsibility.

COMPLIANCE WITH SECTIONCompliance With Section 409A OF THE CODE.of the Code. This Award is intended to be exempt from or comply with Section 409A of the applicationCode, and shall be interpreted and construed accordingly. To the extent this Agreement provides for the Award to become vested and be settled upon the Holder’s termination of employment, the applicable Shares shall be transferred to the Holder or his or her beneficiary upon the Holder’s “separation from service,” within the meaning of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forthCode. Notwithstanding any other provision in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409AAward, to the extent necessaryany payments hereunder constitute nonqualified deferred compensation, within the meaning of [Section 409A], then # each such payment which is conditioned upon Holder’s execution of a release and which is to avoid adverse personal tax consequencesbe paid or provided during a designated period that begins in one taxable year and any ambiguities hereinends in a second taxable year, shall be interpreted accordingly. If itpaid or provided in the later of the two taxable years and # if Holder is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee”specified employee (within the meaning set forth in [Section 409A(a)(2)(B)(i)]of Section 409A of the Code) as of the date of your “SeparationHolder’s separation from Service” (as defined in Section 409A), thenservice, each such payment that is payable upon Holder’s separation from service and would have been paid prior to the issuancesix-month anniversary of any shares that would otherwiseHolder’s separation from service, shall be made upondelayed until the earlier to occur of # the first day of the seventh month following the Holder’s separation from service or # the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Holder’s death.

COMPLIANCE WITH SECTION 409A OF THE CODE.Compliance with Section 409A. This Award is intended to be exempt fromcomply with the applicationrequirements of Section 409A so that no taxes under Section 409A are triggered, and shall be interpreted and administered in accordance with that intent (e.g., the definition of “termination of employment” (or similar term used herein) shall have the Code, including butmeaning ascribed to “separation from service” under Section 409A). If any provision of these Terms and Conditions would otherwise conflict with or frustrate this intent, the provision shall not limitedapply. Notwithstanding any provision in this Award Agreement to the contrary and solely to the extent required by [Section 409A], if the Employee is a “specified employee” within the meaning of Code Section 409A and if delivery of shares is being made in connection with the Employee’s separation from service other than by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities hereinEmployee’s death, delivery of the shares shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code) as of the date of your “Separation from Service” (as defined in Section 409A), then the issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the firstdelayed until six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the Employee’s separation from service with the Company (or, if earlier than the end of the six-month period, the date of the Separation from Service, withEmployee’s death). The Company shall not be responsible or liable for the balanceconsequences of any failure of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessaryAward to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). 409A.

COMPLIANCE WITH SECTION 409A OF THE CODE. ThisCompliance with Code Section 409A. Unless otherwise expressly provided for in an Award, the Plan and Award is intendedwill be interpreted to bethe greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from the application of Section 409A of the Code, including butand, to the extent not limited to by reason of complyingso exempt, in compliance with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements409A of the short-term deferral ruleCode. If the Board determines that any Award granted hereunder is not exempt from and is otherwise not exempt from, and determined to be deferred compensationtherefore subject to Section 409A of the Code, thisthe Award shall comply withwill incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A409A(a)(1) of the Code, and to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that thean Award is deferred compensation subject tosilent on terms necessary for compliance, such terms as deemed necessary by the Board in its sole discretion are hereby incorporated by reference into the Award. Without limiting the generality of the foregoing, if shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A and you are a “Specified Employee” (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code) asCode is a “specified employee” for purposes of Section 409A of the dateCode, no distribution or payment of your “Separationany amount that is due because of a “separation from Service”service” (as defined in Section 409A), then409A of the issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafterCode without regard to alternative definitions thereunder) will not be made on the originally scheduled date(s) and will instead be issued in a lump sum onor paid before the date that is six (6) months and one day afterfollowing the date of such Participant’s “separation from service” or, if earlier, the date of the Separation from Service,Participant’s death, unless such distribution or payment can be made in a manner that complies with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of sharesCode, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule. The Company shall have no liability to a Participant, or any other party, if an Award that vests is intended to constitute a “separate payment”be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for purposes of Treasury Regulation Section 1.409A-2(b)(2). any other action taken by the Board.

COMPLIANCE WITH SECTIONCode Section 409A OF THE CODE. ThisCompliance. Each Award granted under this Plan is intended to be either exempt from or in compliance with the applicationrequirements of Section 409A of the Code, including but not limitedand the Plan shall be interpreted accordingly. Without limiting the foregoing, no amount shall be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the Award to by reasonfail to satisfy the conditions of complying withan applicable exception from the “short-term deferral” rule set forth inrequirements of Section 409A of the Code or otherwise would subject the Participant to the additional tax imposed under Section 409A of the Code. If the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirementsi) as of the short-term deferral rule and is otherwise not exempt from, and determineddate of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), any Award, to bethe extent such Award constitutes non-qualified deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409ACode and required to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subjectdelayed pursuant to Section 409A and you are a “Specified Employee” (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code) as of the date of your “Separation from Service” (as defined in Section 409A), then the issuance ofCode (after taking into account any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only ifexclusions applicable to such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the sharespayments under Section 409A of the Code. Each installmentCode), shall not be made until the first business day after # the expiration of shares that vests is intended to constitute a “separate payment” for purposessix (6) months from the Participant’s separation from service or # if earlier, the date of Treasury Regulation Section 1.409A-2(b)(2). Participant’s death.

COMPLIANCE WITH SECTION 409A OF THE CODE. ThisCode Section 409A. Anything under the Plan or an Award Agreement to the contrary notwithstanding, to the extent applicable, it is intended to be exempt fromthat any Awards under the applicationPlan which provide for a “deferral of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensationcompensation” subject to Section 409A of the Code, this AwardCode and rules, regulation and guidance issued thereunder (collectively, Code Section 409A) shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject toprovisions of Code Section 409A and you arethe Plan and all applicable Awards shall be construed and applied in a “Specified Employee”manner consistent with this intent. In furtherance thereof, any amount constituting a “deferral of compensation” under Treasury Regulation Section 1.409A-1(b) that is payable to a Participant upon a Separation from Service of the Participant (within the meaning set forth in [Section 409A(a)(2)(B)(of Treasury Regulation Section 1.409A-1(h)) (other than due to the Participant’s death), occurring while the Participant shall be a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)]) of the Code) as of the date of your “Separation from Service” (as defined in Section 409A), then the issuance of any shares that would otherwise be made upon the date of your Separation from ServiceCompany or within the first six (6) months thereafter willapplicable Subsidiary, shall not be made onpaid until the originally scheduled date(s) and will instead be issued in a lump sum onearlier of # the date that is six (6) months and one day afterfollowing such Separation from Service or # the date of the Participant’s death following such Separation from Service, withService; provided, however, that the balancevalue of any such delayed payment shall accrue interest at the shares issued thereafter in accordance withthen prevailing federal funds rate plus one percent (1%) during the original vesting and issuance schedule set forth above, but if and only if such delay in the issuanceperiod of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). delay.

COMPLIANCE WITH SECTION 409A OF THE CODE. This Award isPayments under this Plan are intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying withCode (“[Section 409A]”) as a short-term deferral, and the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4)Plan and any ambiguities herein shallAwards hereunder will be interpreted accordingly. Notwithstandingand administered consistent with that intent. However, notwithstanding the foregoing,foregoing and anything to the contrary in this Plan, if ita Participant is a “specified employee” as determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subjectpursuant to Section 409A of the Code, this Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in [Section 409A(a)(2)(B)(i)] of the Code)Code as of the date of your “Separationhis or her “separation from Service” (as definedservice” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any Award or payment, settlement of an Award or benefit provided hereunder or otherwise both # constitutes a “deferral of compensation” within the meaning of [Section 409A] and # cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax,” interest or penalties under Section 409A),409A, then the issuance of any sharessuch Award or payment, settlement or benefit that is payable or that would otherwise be made upon the date of your Separation from Service or withinsettled during the first six (6) months thereafter will notfollowing a Participant’s “separation from service” shall be madepaid or provided to such Participant on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after thefirst regular payroll date of the Separationseventh calendar month following the month in which the Participant’s “separation from Service, withservice” occurs or, if earlier, at the balanceParticipant’s death. In addition, any payment or benefit due upon a termination of a Participant’s employment that represents a “deferral of compensation” within the shares issued thereafter in accordance withmeaning of [Section 409A] shall only be paid or provided to such Participant upon a “separation from service”. For the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). this Plan, each Award made pursuant hereto shall be deemed to be a separate payment.

COMPLIANCE WITH SECTION 409A OF THE CODE. This Award isPolicy and the awards subject to this Policy are intended to be exempt from or comply with Section 409A of the applicationCode, and shall be interpreted and construed accordingly. To the extent an award agreement provides for the award to become vested and be settled upon the employee’s termination of employment, the applicable shares shall be transferred to the employee or his or her beneficiary upon the employee’s “separation from service,” within the meaning of Section 409A of the Code, including but not limitedCode. Notwithstanding any other provision in this Policy or an award agreement, to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) andextent any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and determined to bepayments under an award agreement constitute nonqualified deferred compensation subject to(within the meaning of Section 409A of the Code, this Award shall comply with Section 409ACode), then # each such payment which is conditioned upon the employee’s execution of the Release and which is to the extent necessary to avoid adverse personal tax consequencesbe paid or provided during a designated period that begins in one taxable year and any ambiguities hereinends in a second taxable year, shall be interpreted accordingly. If itpaid or provided in the later of the two taxable years, # if the employee is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee”specified employee (within the meaning set forth in [Section 409A(a)(2)(B)(i)]of Section 409A of the Code) as of the date of your “Separationthe employee’s separation from Service” (as defined in Section 409A), then the issuance of any sharesservice, each such payment that would otherwise be madeis payable upon the dateemployee’s separation from service and would have been paid prior to the six-month anniversary of your Separationthe employee’s separation from Service or withinservice, shall be delayed until the earlier to occur of # the first six (6) months thereafter will not be made onday of the originally scheduled date(s) and will instead be issued in a lump sum onseventh month following the date that is six (6) months and one day afteremployee’s separation from service or # the date of the Separation from Service, withemployee’s death and # if the balanceemployee satisfies the age and service requirements for a Qualifying Retirement, then any shares that vest upon any other termination of employment under the award agreement (except for death) shall be settled pursuant to the same vesting terms that apply to a termination by reason of a Qualifying Retirement; provided, however, if a termination of employment occurs within two years following a Change in Control and the Change in Control is a “change in control event” within the meaning of [Section 409A] of the Code, then any shares issued thereafterdeliverable pursuant to such termination shall be delivered in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuanceapplicable sections of the shares is necessaryaward agreement that provide for such terminations to avoid the imposition of adverse taxation on you in respect of the shares underextent permitted by Section 409A of the Code. Each installmentCode and subject to clauses (A) and (B) of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). this sentence.