Emergency Withdrawals. In the event a Participant suffers an unforeseeable emergency within the contemplation of this Section and Section 409A of the Code, the Participant may apply to the Company for an immediate distribution of all or a portion of the Participant’s Deferred Share Units. The unforeseeable emergency must result from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent (within the meaning of Section 152(a) of the Code) of the Participant, casualty loss of the Participant’s property, or other similar extraordinary and unforeseeable conditions beyond the control of the Participant. Examples of purposes which are not considered unforeseeable emergencies include post-secondary school expenses or the desire to purchase a residence. In no event will a distribution be made to the extent the unforeseeable emergency could be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s nonessential assets to the extent such liquidation would not itself cause a severe financial hardship. The amount of any distribution hereunder shall be limited to the amount necessary to relieve the Participant’s unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. The Committee shall determine whether a Participant has a qualifying unforeseeable emergency and the amount which qualifies for distribution, if any. The Committee may require evidence of the purpose and amount of the need, and may establish such application or other procedures as it deems appropriate.

The Committee in its sole discretion may also permit distribution of all or a portion of the balance of a Participant’s Deferral Accounts to be made following the Committee’s receipt of written notice that an Unforeseeable Emergency has occurred with respect to such Participant. Such distribution shall be limited to the amount reasonably necessary to satisfy the need created by such Unforeseeable Emergency, plus any applicable taxes. If the Committee approves such an Unforeseeable Emergency distribution, no further Deferrals shall be made with respect to such Participant following the date of the Committee’s approval, and each Deferral Agreement to which such Participant is then a party shall be of no further effect. To the extent permitted under Section 409A of the Code, a Participant who receives a distribution due to an Unforeseeable Emergency may enter into a new Deferral Agreement in any Plan Year following the Plan Year in which the Participant received such distribution.

Withdrawals for Unforeseeable Emergency. Upon approval by the Plan Committee, a Participant may withdraw all or any portion of his vested Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this Plan. “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For the avoidance of doubt, a circumstance does not constitute an “Unforeseeable Emergency” for purposes of the Plan unless such circumstance constitutes an “unforeseeable emergency” as defined in Treas. Reg. § 1.409A-3(i)(3). The amount withdrawn for an Unforeseeable Emergency is subject to a minimum of $10,000.

Unforeseeable Emergency. (1) General Provisions. If a Participant applies for a distribution from the Participant’s Deferral Account in the event of an Unforeseeable Emergency (as defined below) and the Company determines, in good faith upon reasonable investigation and in its sole discretion, that such Participant has experienced an Unforeseeable Emergency, then the Plan may make a distribution to or for the benefit of Participant from such Accounts. “Unforeseeable Emergency” shall mean a severe financial hardship of the Participant or beneficiary resulting from # an illness or accident of the Participant or the beneficiary, the Participant’s or the beneficiary’s spouse, or the Participant’s or the beneficiary’s dependent (as defined in Code Section 152(a)); # loss of the Participant’s or the beneficiary’s property due to casualty (including the need to rebuild a home following damage to the home not otherwise covered by insurance); # imminent foreclosure of or eviction from the Participant’s or the beneficiary’s primary residence; # the need to pay for medical expenses of the Participant or a beneficiary; # the need to pay for funeral expenses of the Participant’s spouse or dependents (as defined in Code Section 152(a)); or # other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or beneficiary, all as provided in Code Section 409A. Whether a Participant or beneficiary is faced with an Unforeseeable Emergency will determined based on the facts and circumstances of each case but, in any case, no distribution will be made to the extent that such emergency is or may be relieved # through reimbursement or compensation from insurance or otherwise; # by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or # by cessation of deferrals under the Plan. The purchase of a home and payment of college tuition are not Unforeseeable Emergencies.