Unforeseeable Emergency. The Committee may permit accelerated payment of a [Section 409A] Award deferral upon the occurrence of a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant, loss of the Participant’s property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, and otherwise meeting the definition set forth in Treasury Regulation Section 1.409A-3(i)(3) (an “Unforeseeable Emergency”), but only if the net amount payable upon such settlement does not exceed the amounts necessary to relieve such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the settlement, after taking into account the extent to which the emergency is or may be relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant's other assets (to the extent such liquidation would not itself cause severe financial hardship), or by cessation of [Section 409A] Award deferrals under the Plan. Upon a finding that an Unforeseeable Emergency has occurred with respect to a Participant, any election by the Participant to defer payment of an Award that will be earned and vested in whole or part in connection with services performed during the year in which the Unforeseeable Emergency occurred or is found to continue will be immediately cancelled, as provided in Treasury Regulation Section 1.409A-3(j)(4)(viii).

“Unforeseeable Emergency. The Committee may permit accelerated payment of a [Section 409A] Award deferral upon the occurrence ofEmergency” shall mean a severe financial hardship toof the Participant resulting from an illness or accident of the Participant,Participant or the Participant’s spouse,spouse or a dependent (as defined in section 152 of the Participant,Code without regard to [[section 152(b)(1), (b)(2) and (d)(1)(B)])])]])])]); loss of the Participant’s property due to casualty,casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, and otherwise meetingParticipant or the definition set forthParticipant’s spouse or dependent as determined in accordance with Treasury Regulation Section§ 1.409A-3(i)(3) (an “Unforeseeable Emergency”), but only if(and which shall not include purchase of a home or the net amount payable upon such settlement doespayment of tuition). Whether a Participant is faced with an unforeseeable emergency permitting a distribution under this paragraph is to be determined by the Committee based on the relevant facts and circumstance, but, in any case, a distribution on account of unforeseeable emergency may not exceed the amounts necessarybe made to relieve such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the settlement, after taking into account the extent to which thethat such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise orotherwise, by liquidation of the Participant'Participant’s other assets (toassets, to the extent the liquidation of such liquidationassets would not itself cause severe financial hardship),hardship, or by cessation of [Section 409A] Award deferrals under the Plan. Upon a finding that an Unforeseeable Emergency has occurred with respect to a Participant, any election by the Participant to defer payment of an Award that will be earned and vested in whole or part in connection with services performed during the year in which the Unforeseeable Emergency occurred or is found to continue will be immediately cancelled, as provided in Treasury Regulation Section 1.409A-3(j)(4)(viii).

“Unforeseeable Emergency. The Committee may permit accelerated payment of a [Section 409A] Award deferral upon the occurrence ofEmergency” means a severe financial hardship to theof a Participant resulting from an illness or accident of the Participant, thesuch Participant or Beneficiary, such Participant’s spouse,spouse or a dependent (as defined in section 152(a) of the Code) of such Participant, loss of thesuch Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of such Participant, each as determined in the Participant,manner consistent with Section 409A, and otherwise meetingany other event or circumstance within the definition set forth in Treasury Regulation Section 1.409A-3(i)(3) (an “Unforeseeable Emergency”), but only if the net amount payable upon such settlement does not exceed the amounts necessary to relieve such emergency plus amounts necessary to pay taxes reasonably anticipated as a resultmeaning of the settlement, after taking into account the extent to which the emergency is or may be relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant's other assets (to the extent such liquidation would not itself cause severe financial hardship), or by cessation of [Section 409A] Award deferralsterm “unforeseeable emergency” under the Plan. Upon a finding that an Unforeseeable Emergency has occurred with respect to a Participant, any election by the Participant to defer payment of an Award that will be earned and vested in whole or part in connection with services performed during the year in which the Unforeseeable Emergency occurred or is found to continue will be immediately cancelled, as provided in Treasury Regulation Section 1.409A-3(j)(4)(viii).409A.

Notwithstanding any other provision of the Plan (taking into account, without limitation, Section 409A of the Code, as the Committee may permit accelerated paymentdeem appropriate), a Grantee may receive any amounts to be paid in installments as provided in [Section 10(d)(ii)] or deferred by the Grantee as provided in [Section 10(d)(iii)] in the event of a [Section 409A] Award deferral uponan "Unforeseeable Emergency." For these purposes, an "Unforeseeable Emergency," as determined by the occurrenceCommittee (taking into account, without limitation, Section 409A of the Code, as the Committee may deem appropriate) in its sole discretion, is a severe financial hardship to the ParticipantGrantee resulting from ana sudden and unexpected illness or accident of the Participant, the Participant’s spouse,Grantee or a dependent"dependent," as defined in Section 152(a) of the Participant,Code, loss of the Participant’Grantee's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, and otherwise meetingGrantee. The circumstances that will constitute an Unforeseeable Emergency will depend upon the definition set forthfacts of each case, but, in Treasury Regulation Section 1.409A-3(i)(3) (an “Unforeseeable Emergency”), but only if the net amount payable upon such settlement doesany case, payment may not exceed the amounts necessarybe made to relieve such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the settlement, after taking into account the extent to which the emergencythat such hardship is or may be relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant's other assets (to the extent such liquidation would not itself cause severe financial hardship), or by cessation of [Section 409A] Award deferrals under the Plan. Upon a finding that an Unforeseeable Emergency has occurred with respect to a Participant, any election by the Participant to defer payment of an Award that will be earned and vested in whole or part in connection with services performed during the year in which the Unforeseeable Emergency occurred or is found to continue will be immediately cancelled, as provided in Treasury Regulation Section 1.409A-3(j)(4)(viii).relieved: