It is intended that the payments and benefits provided under this Agreement will be exempt from the application of the requirements of Section 409A of the Code pursuant to the short-term deferrals exception described in Treasury Regulation Section 1.409A-1(b)(4). The Agreement shall be interpreted, construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax upon the Participant under Section 409A of the Code.

It is intended that this Plan shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Plan shall be construed, administered, and governed in a manner that reflects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, bonus amounts shall not be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise would subject the Participant to the additional tax imposed under Section 409A of the Code. The amounts payable pursuant to this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A of the Code to the maximum extent possible.

[Section 409A]. Payments under this Agreement are intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder (“[Section 409A]”). To the maximum extent permitted, this agreement shall be limited, construed and interpreted in accordance with such intent. No payment shall be made under this Agreement later than the deadline to be considered a short-term deferral under Treasury Regulation [section 1.409A-1(b)(4)])]. The Company shall have no liability to you or otherwise if any amounts paid or payable hereunder are subject to Section 409A or the additional tax thereunder.

Section # Effect of Code Section 409A and other tax matters. Payments and benefits under this Agreement are intended to be exempt from the requirements under Code section 409A of the Code (“Code Section 409A”), and all provisions of the Agreement shall be interpreted in accordance with the applicable exemptions. To the extent any payment or benefit is subject to Code section 409A, the Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof.

[Section 409A]. Any payment provided under this Agreement is intended to be a short-term deferral as provided by Section 409A of the Internal Revenue Code and the regulations promulgated thereunder, and the parties agree that the terms and provisions of the Agreement will be construed and interpreted to the maximum extent permitted in order to have this effect. Notwithstanding anything to the contrary, any payment provided under this Agreement will be made within the short-term deferral period specified in Treasury Regulation Section 1.409A-1(b)(4).

[Section 409A]. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company 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 Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement are exempt from the requirements of Section 409A of the Code (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. [Section 1.409A-1(b)(4)])], the involuntary separation pay plan exception described in Treas. Reg. [Section 1.409A-1(b)(9)(iii)])], or otherwise. To the extent that [Section 409A] is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however, that in no event shall the Company or any of its Affiliates (or any of their respective successors) be liable for any additional tax, interest or penalty that may be imposed on Executive pursuant to Section 409A or for any damages incurred by Executive as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, [Section 409A]. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary (other than the proviso in the immediately preceding sentence):

[Section 409A]. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986 (“the Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.

This Agreement shall be construed and administered consistently with the intent that payments under this Agreement be exempt from the requirements of Section 409A of the Code (“[Section 409A]”) and any state law of similar effect (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4) and/or another exemption). To the extent such laws apply, this Agreement shall be construed and administered consistently with the requirements thereof to avoid taxes thereunder. The payment date within the window specified in the Agreement shall be determined by the Company in its sole discretion.

[Section 409A]. This Award is intended to be a short-term deferral exempt from Section 409A of the Code and shall be interpreted consistent with this intention. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.