The provisions of the Plan are intended to comply with the provisions of Code Section 409A. If any provision of the Plan is subject to more than one interpretation or construction, such ambiguity shall be resolved in favor of that interpretation or construction which is consistent with such provisions not being subject to the provisions of Section 409A.

The provisions of theThis Plan areis intended to comply in form with Section 409A of the provisions of Code Section 409A. If anyCode. Any provision of [Section 409A] that is required to be in the Plan is subject to more than one interpretation or construction, such ambiguityhereby incorporated by reference and if any provision herein is in conflict with Section 409A, the terms of [Section 409A] shall be resolved in favor of that interpretation or construction which is consistent with such provisions not being subject to the provisions of Section 409A.govern.

The17 [Section 409A]. It is intended that this Plan shall conform with all applicable requirements of [Section 409A]. As such, in interpreting, construing or applying any of the foregoing definitions or any of the terms, conditions or provisions of the Plan are intended toPlan, the same shall be construed in such manner and shall meet and comply with Section 409A of the provisions of CodeInternal Revenue Code, any valid proposed or final regulation issued thereunder, or any other rulings or interpretations or precedents under Section 409A. If any provision of the Plan is subject to more than one interpretation or construction, such ambiguity shall be resolved in favor of that interpretation or construction which is consistent with such provisions not being subject to the provisions of Section 409A.

Compliance with Section 409A. The provisions of the Plan are intendedshall be administered to comply with the provisions of Code Section 409A. If any provision409A of the Code, and if any Plan provision is subjectfound not to more than one interpretation or construction, such ambiguitybe in compliance with Section 409A of the Code, the provision shall be resolved in favor of that interpretation or construction which is consistent with such provisions not being subjectdeemed modified as necessary to meet the provisionsrequirements of Section 409A.409A of the Code.

The provisions of the Plan are intended to complyComply with the provisions of Code Section 409A. IfNotwithstanding any provision ofto the contrary in this Plan, each provision in this Plan is subject to more than one interpretation or construction, such ambiguity shall be resolvedinterpreted to permit the deferral of compensation in favor ofaccordance with Code section 409A, and any provision that interpretation or construction which is consistentwould conflict with such provisionsrequirements shall not being subject to the provisions of Section 409A.be valid or enforceable.

The provisions of the Plan are intended to complyComply with the provisions of Code Section 409A. IfNotwithstanding any provision ofto the contrary in this Plan, each provision in this Plan is subject to more than one interpretation or construction, such ambiguity shall be resolvedinterpreted to permit the deferral of compensation in favor ofaccordance with Code section 409A and any provision that interpretation or construction which is consistentwould conflict with such provisionsrequirements shall not being subject to the provisions of Section 409A.be valid or enforceable.

The provisions1.16Compliance with Section 409A of the Code. This Plan areis intended to comply with the provisions of Code Section 409A. If any provision409A of the Plan is subject to more than one interpretation or construction, such ambiguityCode, and shall be resolved in favorinterpreted and construed accordingly. The Company shall have the discretion and authority to amend this Plan at any time to satisfy any requirements of that interpretationSection 409A of the Code or construction which is consistent with such provisions not being subjectguidance provided by the U.S. Treasury Department to the provisions of Section 409A.extent applicable to the Plan.

The provisions of the Plan are intendedSection #9Plan to complyComply with the provisions of Code Section 409A. IfNotwithstanding any provision ofto the contrary in this Plan, each provision in this Plan is subject to more than one interpretation or construction, such ambiguity shall be resolvedinterpreted to permit the deferral of compensation in favor ofaccordance with Code section 409A, and any provision that interpretation or construction which is consistentwould conflict with such provisionsrequirements shall not being subject to the provisions of Section 409A.be valid or enforceable.

The provisionsintent of the parties is that payments and benefits under the Plan are intended to comply with or be exempt from Section 409A of the provisionsCode and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and the Company shall have complete discretion to interpret and construe the Plan and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any provision ofreason, such as imprecision in drafting any provision, the Plan is subject to more than one interpretationdoes not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or construction,other evidence of intent, such ambiguityprovision shall be resolvedconsidered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in favor of that interpretation or construction which isa manner consistent with such provisions not being subject tointent, as determined in the provisionsdiscretion of Section 409A.the Company.

The provisions of theCompany intends that this Plan are intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Department of Treasury regulations and other guidance promulgated thereunder. This Plan shall be administered in a manner that will comply with Section 409A. If any409A of the Code. Any provision of thethis Plan that is subject to more than one interpretation or construction, such ambiguitynot in compliance with Section 409A shall have no force and effect, and no action shall be resolved in favor oftaken with respect to this Plan that interpretation or construction which is consistent with such provisions not being subject to thewould violate any provisions of Section 409A.