This Policy and the awards subject to this Policy are intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), 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

This Policy and the awards subject to this Policy are intended to be exempt from or comply with Section 409A of the Code, 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. Notwithstanding any other provision in this Policy or an award agreement, to the extent any payments under an award agreement constitute nonqualified deferred compensation (within the meaning of Section 409A of the Code), then # each such payment which is conditioned upon the employee’s execution of the Release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years, # if the employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of the employee’s separation from service, each such payment that is payable upon the employee’s separation from service and would have been paid prior to the six-month anniversary of the employee’s separation from service, shall be delayed until the earlier to occur of # the first day of the seventh month following the employee’s separation from service or # the date of the employee’s death and # if the employee 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 deliverable pursuant to such termination shall be delivered in accordance with the applicable sections of the award agreement that provide for such terminations to the extent permitted by Section 409A of the Code and subject to clauses (A) and (B) of this sentence.

All equity awards governed by this Policy are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the greatest extent possible and to otherwise comply with Section 409A of the Code. This Policy shall be interpreted in accordance with such intent. The Company makes no representation or warranty and shall have no liability to any Notice Eligible Employee, Retiree or any other person with respect to any penalties or taxes under Section 409A of the Code that are, or may be, imposed with respect to any equity award.