General. In the event that the payments and benefits (the “Payments”) paid or provided to Executive under this Agreement or otherwise # constitute “parachute payments” within the meaning of Section 280G of the Code (“[Section 280G]”), and # but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code (“[Section 4999]”), then the Payments shall be either # delivered in full, or # delivered as to such lesser extent which would result in no portion of the Payments being subject to excise tax under [Section 4999], whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by [Section 4999], results in the receipt by Executive on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of the Payments may be taxable under [Section 4999]. The provisions of this Section 8 shall apply if, at the time of any change in ownership or control of the Company (within the meaning of [Section 280G]), the Company is an entity whose stock is readily tradable on an established securities market (or otherwise), within the meaning of [Section 280G].

General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to the Employee at the home address that the Employee most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Chief Executive Officer or principal human resources person.

General. The Executive’s employment shall continue until it is terminated in accordance with this Agreement. Upon service of a Notice of Termination (as defined below), the Executive shall resign from all offices and functions assumed in relation to this Agreement effective upon first request of the Company.

General. The Committee shall administer the Plan in accordance with its terms, provided that the Board may act in lieu of the Committee on any matter. The Committee shall hold meetings at such times and places as it may determine and shall make such rules and regulations for the conduct of its business as it deems advisable. In the absence of a duly appointed Committee or if the Board otherwise chooses to act in lieu of the Committee, the Board shall function as the Committee for all purposes of the Plan.

General. Except as set forth in this [Section 7], or as otherwise approved by the Committee, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute a transfer. An Award may be exercised, during the lifetime of the holder of an Award, only by such holder, the duly-authorized legal representative of a Participant who is Disabled, or a transferee permitted by this [Section 7].

General. Except as provided in Section 8, vested Units shall be settled in shares of the common stock, $.01 par value, of the Company (“Shares”), on a one-for-one basis, as soon as practicable (but not more than 30 days) following each date on which one or more Units vest, provided in each case that Awardee has satisfied their tax withholding obligations with respect to such vesting as described in this Agreement. Shares, in a number equal to the number of Units that have so vested, will be issued by the Company in the name of Awardee by electronic book-entry transfer or credit of such shares to an account of Awardee maintained with such brokerage firm or other custodian as the Company determines. Alternatively, in the Company’s sole discretion, such issuance may be effected in such other manner (including through physical certificates) as the Company may determine and/or by transfer or credit to such other account of Awardee as the Company or Awardee may specify.

General. There shall be established on the books of the Company for each participant a deferred compensation account in the participant’s name. At the time a participant commences participation in the Plan, he or she shall elect to have the amounts deferred under Section 4 credited to his or her account among the notional investments then available under [Sections 3(b) and (c)])] below. In accordance with the procedures set forth by the Corporate Secretary’s Office of the Company, # a participant may elect to change the allocation of future deferrals among the notional investments, and # during the deferral period, a participant may reallocate amounts previously deferred among the notional investments; provided, however, that the elections under clauses (i) and (ii) do not apply to mandatory deferrals under Section 4(a) or discretionary deferrals under [Section 4(c)] and the election under clause (ii) does not apply to any deferral account balance in the form of Stock-Settled Share Units (as defined below).

General. Each Participant (and each person or entity claiming rights under the Plan through such Participant) shall claim any benefit to which he or she is entitled under the Plan by a written notification to the Committee. If a claim is denied, it must be denied within a reasonable period of time, but not in excess of 90 days following receipt of the claim by the Committee unless the Committee determines that special circumstances require an extension of time for processing the claim, in which case, the Committee shall provide the claimant with written notice of extension prior to the termination of the initial 90 day period and shall have an additional 90 days from the expiration of the initial 90 day period to decide such claim. Any such notice of extension shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render its decision, The Committee’s decision with respect to such claim shall be provided to the claimant in writing in a manner calculated to be understood by the claimant, and if such claim is denied, shall include # the specific reason for the denial, # reference to the specific Plan provisions on which the denial is based, # a description of additional information necessary for the claimant to present his claim, if any, and an explanation of why such information is necessary, and # an explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under [Section 502] of ERISA following an adverse determination on review.

General. The [[Administrative Agent:Organization]] will promptly notify the Lenders of any such notice of increase, termination or reduction of any Facility. To the extent any Facility is increased pursuant to [clause (a) above], all Lenders (including both previously-existing and new Lenders) may request new Notes reflecting their respective Pro Rata Share of such Facility and new Lenders shall, to the extent necessary to cause the outstanding principal amount of the Loans and other Obligations allocable to each ​ to equal each such ​’s Pro Rata Share, fund Loans directly to the other Lenders, as directed by the [[Administrative Agent:Organization]]. Upon the request of any ​ made through the [[Administrative Agent:Organization]], the ​ Parties hereby agree to execute and deliver any new Notes requested pursuant to this Section 2.04 to evidence the Loans made by the Lenders (provided that any Notes being replaced are either returned, cancelled or marked as replaced and any Notes delivered by the respective Co-Borrowers shall be held by the [[Administrative Agent:Organization]] and acknowledge, consent and agree to the funding by any new Lenders of Loans pursuant to the previous sentence for the purpose of causing the Outstanding Amount of such Loans to equal each ​’s applicable Pro Rata Share.

General. All payments to be made by any of the ​ Parties shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by any ​ Party hereunder shall be made to the [[Administrative Agent:Organization]], for the account of the respective Lenders to which such payment is owed, at the [[Administrative Agent:Organization]]’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The [[Administrative Agent:Organization]] will promptly distribute to each ​ its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such ​’s Lending Office. All payments received by the [[Administrative Agent:Organization]] after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any ​ Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.