Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative in respect of any questions arising under the Plan or this Agreement.

INCORPORATION BY REFERENCE. The terms and conditions of the Plan are hereby incorporated by reference and made a part hereof.

Incorporation by Reference. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. If there is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

All attached exhibits and schedules are incorporated as terms of this Agreement by this reference.

Incorporation by Reference. The recitals, exhibits, schedules and documents referred to in this Agreement are incorporated herein for all purposes.

Incorporation by Reference. [Sections 9.12] through (and including) 9.16 and [Section 9.19] of the Credit Agreement are hereby incorporated by reference and shall apply to this Amendment, mutatis mutandis.

Incorporation By Reference. Except as set forth below, the terms and conditions of this Sublease shall include all of the terms and conditions of the Master Lease and such terms and conditions of the Master Lease are incorporated into this Sublease as if fully set forth herein, except that # each reference in such incorporated sections to "Lease" shall be deemed a reference to "Sublease"; # each reference to the "Premises" shall be deemed a reference to the "Subleased Premises"; # each reference to “Lease Term,” “Lease Commencement Date” and “Base Rent” shall be deemed a reference to “Term,” “Commencement Date” and Base Rent under this Sublease, respectively; # each reference to "Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively; # with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord shall be to request the same in writing from Master Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (without requiring Sublandlord to spend more than a nominal sum) to obtain Master Landlord’s performance; # with respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days to perform its obligations under the Master Lease, except as otherwise provided herein, Subtenant shall have three (3) fewer days to perform the obligation, including, without limitation, curing any defaults; # with respect to any approval required to be obtained from the “Landlord” under the Master Lease, such consent must be obtained from both Master Landlord and Sublandlord, and the approval of Sublandlord may be withheld if Master Landlord’s consent is not obtained; # in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, perform any actions or cure any failures, such reservation or right shall be deemed to be for the benefit of both Master Landlord and Sublandlord; # in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Master Landlord and Sublandlord; # in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Subtenant to both Master Landlord and Sublandlord; # all payments shall be made to Sublandlord; and # Subtenant shall pay all consent and review fees set forth in the Master Lease to each of Master Landlord and Sublandlord and any caps shall apply separately to Master Landlord and Sublandlord. Notwithstanding anything to the contrary herein, Rent shall abate under this Sublease to the extent that Rent correspondingly abates under the Master Lease as to the Subleased Premises and Subtenant shall be entitled to any credits or refunds of Direct Expenses received by Sublandlord to the extent allocable to payments made by Subtenant.

Incorporation by Reference; No Other Modifications. Other than as set forth in the preceding paragraphs 1 to 5, the remainder of the 2008 Agreement shall remain unmodified in any manner, and the 2008 Agreement will be deemed to be modified, mutatis mutandis, to reflect the provisions of this Amendment. It is agreed that the payments and benefits set forth in this amendment are the sole payments and benefits to which Employee is entitled with respect to the termination of his employment with the Company.

Reference. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment.

of Incorporation, By-Laws and Certain Other Agreements; etc 109105