Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan be exempt from or 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 you. This Agreement and the Plan will be administered in a manner consistent with this intent.

Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan be exempt from or 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 you.Optionee. This Agreement and the Plan willshall be administered in a manner consistent with this intent.

Compliance with Section 409A of the Code. The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that thisthe Agreement and the Plan be exempt from or 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 you. Thisthe Employee. The Agreement and the Plan willshall be administered and interpreted in a manner consistent with this intent.intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Corporation without the consent of the Employee). Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from or 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 you.Code. This Agreement and the Plan willshall be administered in a manner consistent with this intent.intent, and any provision that would cause this Agreement or the Plan to fail to comply with or be exempt from Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Grantee). Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

Compliance with Section 409A of the Code. To the extent applicable, itIt is intended that this Agreement and the Plan be exempt from provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy the short-term deferral exemption under Section 409A of the Code, or otherwise fail to be exempt from (or comply withwith) 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 you. This Agreement and the Plan will be administeredshall have no force or effect until amended in a manner consistent with this intent.Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee).

Compliance with Section 409A of the Code. To the extent applicable, itIt is intended that this Agreement and the Plan be exempt from orits administration comply with the provisions of Section 409A of the Code, so thatCode (as defined below). Accordingly, notwithstanding any provision in this Agreement or in the income inclusion provisions of Section 409A(a)(1) ofPlan to the Code do not apply to you. Thiscontrary, this Agreement and the Plan will be administeredinterpreted, 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 a manner consistent with this intent.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.

Compliance1.16Compliance with Section 409A of the Code. To the extent applicable, itThis Plan is intended that this Agreement and the Plan be exempt from orto comply with the provisions of Section 409A of the Code, so thatand shall be interpreted and construed accordingly. The Company shall have the income inclusion provisionsdiscretion and authority to amend this Plan at any time to satisfy any requirements of Section 409A(a)(1)409A of the Code do not applyor guidance provided by the U.S. Treasury Department to you. This Agreement and the Plan will be administered in a manner consistent with this intent.extent applicable to the Plan.

Compliance1.5Compliance with Section 409A of the Code. To the extent applicable, it409A. The Plan is intended that this Agreement and the Plan be exempt from orto comply with the provisionsrequirements of Section 409A of the Code, so that the income inclusion provisions of Code and final regulations, rulings and other applicable guidance issued thereunder (collectively, “[Section 409A(a)(1) of the Code do not apply to you. This Agreement409A]”), and the Plan willshall be interpreted and administered in a manner consistent with this intent.accordingly.

Compliance with Section 409A. The Plan shall be administered to comply with Section 409A of the Code. ToCode, and if any Plan provision is found not to be in compliance with Section 409A of the extent applicable, it is intended that this Agreement andCode, the Planprovision shall be exempt from or comply withdeemed modified as necessary to meet the provisionsrequirements of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to you. This Agreement and the Plan will be administered in a manner consistent with this intent.Code.

Section # Compliance with Section 409A of the Code. To the extent applicable, it(a) It is intended that this Agreement and the Plan be exempt from or comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the income inclusion provisions of Section 409A(a)(1) of the Code do not applytaxable year or years in which such amounts would otherwise actually be paid or made available to you.Participants or Beneficiaries. This AgreementPlan shall be construed, administered, and the Plan will be administeredgoverned in a manner consistentthat affects such intent, and the Committee shall not take any action that would be inconsistent with thissuch intent.