No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that # any Award intended to be exempt from Code Section 409A shall be so exempt, # any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

Notwithstanding the foregoing, or any provision of Tax Treatment. Notwithstandingthis Plan or any provisions of the Plan,Award Agreement, the Company does not guaranteemake any representation to any Participant or Beneficiary that any other Person with an interest in an Award that # any Award intendedAwards made pursuant to bethis Plan are exempt from Codefrom, or satisfy, the requirements of, Section 409A shall be so exempt, # any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case willof the Code, and the Company shall have no liability or any Affiliate be requiredother obligation to indemnify, defendindemnify or hold harmless the Participant or any individualBeneficiary for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that any provision of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the tax consequencesrequirements of any Award.Section 409A of the Code.

It is intended that Awards that are granted under the Plan shall be exempt from treatment as “deferred compensation” subject to Section 409A of Tax Treatment.the Code. Towards that end, all Awards under the Plan are intended to contain such terms as will qualify the Awards for an exemption from Section 409A of the Code. The terms of the Plan and all Awards granted hereunder shall be construed consistent with the foregoing intent. Notwithstanding any provisionsother provision hereof, the Committee may amend any outstanding Award without Participant’s consent if, as determined by the Committee in its sole discretion, such amendment is required either to # confirm exemption under Section 409A of the Plan,Code, # comply with Section 409A of the Code or # prevent the Participant from being subject to any tax or penalty under Section 409A of the Code. Notwithstanding the foregoing, however, neither the Company does not guaranteenor any of its Affiliates nor the Committee shall be liable to anya Participant or any other Person with an interest inif an Award that # any Award intendedis subject to be exempt from Code Section 409A shall be so exempt, #of the Code or the Participant or any Award intendedother Person is otherwise subject to comply with Codeany additional tax or penalty under Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case willof the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect toCode. Each Participant is solely responsible for the tax consequencespayment of any tax liability (including any taxes and penalties that may arise under Section 409A of the Code) that may result from an Award.

Although the Company does not guarantee tothe tax treatment of any Participantpayments or any other Person with an interest in anbenefits under these Award Terms, the intent of the Company is that # anythe payments and benefits under these Award intended toTerms be exempt fromfrom, or comply with, Code Section 409A and to the maximum extent permitted the Award Terms and the award letter shall be so exempt, #limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company, the Related Companies, their affiliates or their respective officers, directors, employees or agents be liable for any Award intendedadditional tax, interest or penalties that may be imposed on a Participant by Code Section 409A or damages for failing to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.409A.

Although the Company does not guarantee tothe tax treatment of any Participantpayments or any other Person with an interest in anbenefits under this Award, the intent of the Company is that the payments and benefits under this Award that # any Award intended to be exempt fromfrom, or comply with, Code Section 409A and to the maximum extent permitted the Award Terms and the award letter shall be so exempt, #limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company, the Related Companies, their affiliates or their respective officers, directors, employees or agents be liable for any Award intendedadditional tax, interest or penalties that may be imposed on a Participant by Code Section 409A or damages for failing to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.409A.

It is intended that the Awards granted under the Plan shall be exempt from, or in compliance with, Section 409A of the Plan,Code. In the event any of the Awards issued under the Plan are subject to Section 409A of the Code, it is intended that no payment or entitlement pursuant to this Plan will give rise to any adverse tax consequences to a Participant under Section 409A of the Code. The Plan shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company does not guaranteemay unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of, or excise tax under, Section 409A of the Code. Neither the Company nor its current or former employees, officers, directors, representatives or agents shall have any liability to any Participantcurrent or any other Person with an interest in an Award that # any Award intended to be exempt from Code Section 409A shall be so exempt, # any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individualformer Participant with respect to any accelerated taxation, additional taxes, penalties, or interest for which any current or former Participant may become liable in the tax consequences ofevent that any Award.amounts payable under the Plan are determined to violate [Section 409A].

None of the Plan,Company, the Company does not guaranteeBoard, the Committee nor any other person involved with the administration of this Plan shall # in any way be responsible for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of [Section 409A], # have any obligation to design or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including the avoidance of any additional tax liabilities under Section 409A, and # have any liability to any Participant or any other Person with an interest in an Award that # any Award intended to be exempt from Code Section 409A shall be so exempt, # any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor infor any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.liabilities.

No Guarantee of Tax Treatment.Representation Made Regarding Code §409A Compliance. Notwithstanding any provisions ofother provision in the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Awardmakes no representations that # any Award intended tothe Awards granted under the Plan shall be exempt from Code Section 409A shall be so exempt, # any Award intended toor comply with Code Section 409A or§409A and makes no undertaking to preclude Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment§409A from applying to Awards granted under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.Plan.

Tax Treatment. Notwithstanding any provisions ofConsequences. Nothing in the Plan,Plan or an Award Agreement shall constitute a representation by the Company does not guarantee to anya Participant or any other Person with an interest in an Award that # any Award intended to be exempt from Code Section 409A shall be so exempt, # any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect toregarding the tax consequences of any Award.Award received by a Participant under the Plan. Although the Company may endeavor to # qualify an Award for favorable federal tax treatment or # avoid adverse tax treatment (e.g., under Section 409A), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.

Code Section 409A. This Award that # any Awardis intended to be exempt from or compliant with Code Section 409A shalland the U.S. Treasury Regulations relating thereto so as not to subject any U.S. taxpayer Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be so exempt, # any Award intendedinterpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 422 shall so comply,409A. This [Section 12] does not create an obligation on the part of the Company to modify the terms of this Award or # anythe Plan and does not guarantee that the Award shall otherwise receive a specific tax treatmentor the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other applicableadverse tax law, nor in any such caseconsequences under Code Section 409A. The Company will have no liability to the CompanyParticipant or any Affiliateother party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be required to indemnify, defendexempt from, or hold harmlesscompliant with, Code Section 409A, is not so exempt or compliant or for any individualaction taken by the Committee with respect to the tax consequences of any Award.thereto.