Deferred Compensation. Employer will provide for the payment of supplemental nonqualified deferred compensation at the discretion of the Board of Directors in an amount within the statutory maximums permitted under Section 457 of the Internal Revenue Code. Benefits shall be payable upon retirement or other termination of employment.

Deferred Compensation. Notwithstanding the forgoing provisions of this Section 6, if the Option constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of the Option shall be made pursuant to [Section 4.2(b) or (c)])], unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership of the Company or a substantial portion of its assets within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or (vii), or change in effective control of the Company within the meaning of Treasury Regulation Section 1.409A(3)(i)(5)(vi).

The Committee may grant Awards under the Plan that provide for the deferral of compensation within the meaning of Code Section 409A. It is intended that such Awards comply with the requirements of Code Section 409A so that amounts deferred thereunder are not includible in income and are not subject to an additional tax of twenty percent (20%) at the time the deferred amounts are no longer subject to a substantial risk of forfeiture.

Deferred Compensation. Any compensation previously deferred (other than pursuant to a tax-qualified plan) by or on behalf of the Participant (together with any accrued interest or earnings thereon), whether or not then vested, shall become vested on the Date of Termination and shall be paid in accordance with the terms of the applicable deferred compensation plan, policy or practice under which it was deferred to the extent permitted by Section 409A of the Code.

If a Director elects to direct deferred amounts of Cash Compensation into the Deferred Stock Account, then, on the applicable Compensation Payment Date, the Director’s Deferred Stock Account shall be credited with a number of Deferred Stock Units equal to # the amount deferred into the Deferred Stock Account, divided by # the Market Value on the Compensation Payment Date, and rounded to the nearest ten-thousandth; provided, however, that the Board may adopt another valuation method so long as such method is communicated in writing to Participants prior to the commencement of the Plan Period during which such valuation method will apply.

A Director’s Deferred Stock Account will be credited:

Deferred Cash Account. “Deferred Cash Account” means the bookkeeping subaccount established and maintained under this Plan and which is valued in accordance with Section 5(a), and which is maintained solely to calculate amounts payable to each Participant under this Plan and shall not constitute a separate fund of assets.

Deferred Cash Account. Each Participant’s Deferred Cash Account shall accrue interest computed using the Fidelity Investments Money Market Government Portfolio - Institutional Class. The interest shall be computed on the actual balance in each Participant’s Deferred Cash Account during the previous calendar quarter.

Deferred Compensation Accounts. The Company shall maintain a bookkeeping Deferred Compensation Account for the Deferred Compensation of each participating Director. With respect to any Deferred Compensation deferred by Director hereunder, such Deferred Compensation shall be denominated in Deferred Stock Units.

Nonqualified Deferred Compensation Rules. Notwithstanding anything herein or in the Plan to the contrary, the DSUs granted pursuant to this Agreement are intended to be compliant with the applicable requirements of Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. If the Participant is deemed to be a “specified employee” within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the DSUs upon his “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: # the date that is six months following the Participant’s separation from service and # the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the DSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.