Deferral Elections. On or before December 31 of any calendar year, an Officer may elect to defer receipt of Base Salary otherwise payable to the Officer for services rendered in a subsequent calendar year. On or before the 30th day after the date such Long-Term Incentive Award is granted and subject to the requirements of Code Section 409A, an Officer may elect to defer the amount payable in respect of any Parent-Based Award or Time-Vesting Award but solely to the extent that such Award would not vest earlier than 12 months following such election. To the extent that any Time-Vesting Award or Parent-Based Award vests within 12 months of any deferral election, such election shall be void. On or before June 30 of any calendar year and subject to the requirements of Code Section 409A, an Officer who has been continuously employed by the Participating Companies from the later of # January 1 of the calendar year in which the Officer’s services in respect of such award commence and # the date on which the performance criteria with respect to the subject Cash Bonus or Performance-Vesting Award were established may elect to defer receipt of Cash Bonuses and Performance-Vesting Awards otherwise payable to the Officer with respect to a performance period ending on December 31 of the year in which the deferral election is made. Furthermore, when an Officer who is not (and has not during the immediately preceding 24 months been) eligible to participate in any other plan, program or arrangement of the Company which must be aggregated with the Plan for purposes of Code Section 409A first becomes eligible to participate in the Plan, the Officer may elect, within the 30 day period immediately following such eligibility date, to defer receipt of Base Salary otherwise payable to the Officer in the calendar year in which such eligibility date occurs with respect to services performed after the date of the Deferral Election. A Deferral Election shall be made by written or electronic notice on a form or in a manner prescribed by or acceptable to the Company and shall be effective only when properly filed with the Company. The Company may from time to time establish minimum and maximum amounts (which may be stated as percentages of Compensation) that an Officer may defer. Any Deferral Election shall be subject to such conditions as the Company shall determine.

Initial Term. The term of this Agreement commences on the Effective Date and continues through the fifteenth (15th) month anniversary of the Effective Date (the “Initial Term”), unless it is earlier terminated pursuant to the terms of this Agreement or applicable law.

Initial Claim. In the event that an Employee, Director, Eligible Person, or Participant (or a person claiming through such Participant) claims to be eligible to participate in this Plan or to receive the settlement of RSUs deferred under this Plan, or claims any rights under this Plan, such claimant must complete and submit such claim forms and supporting documentation as will be required by the Plan Administrator, in its sole and absolute discretion. Likewise, any Participant (or a person claiming through such Participant) who feels unfairly treated as a result of the administration of the Plan, must file a written claim, setting forth the basis of the claim, with the Plan Administrator. In connection with the determination of a claim, or in connection with review of a denied claim, the claimant may examine this Plan, and any other pertinent documents generally available to Participants that are specifically related to the claim.

Initial Election. A Director’s Cash Account shall be paid in a lump-sum within 60 days after his/her Separation from Service; provided that the Director may elect (using a form approved by the Company) at the time of his/her initial Deferral Election to have his/her Cash Account paid in monthly installments over two to 20 years.

Initial Options. Each Non-Employee Director who is initially elected or appointed to the Board shall receive the Initial Option on the date of such initial election or appointment. No Non-Employee Director shall be granted more than one Initial Option.

Initial Options. Each Initial Option shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date.

Initial Claim. Claims for benefits under the Plan may be filed in writing with the Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days (45 days if the claim involves disability benefits and disability is not based on the Social Security Acts) after the application is filed, or such period as is required by applica ble law or Department of Labor regulation. Any electronic notification shall comply with the standards imposed by Department of La bor Regulation §2520.104b-1(c)(1)(i), (iii) and (iv) or any subsequent guidance. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent p rovisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addi tion, the claimant shall be furnished with an explanation of the Plan's claims review procedure.

Initial Term. The term of this Lease (the “Term”) shall commence on the Term Commencement Date and continue in full force and effect for the Term of this Lease as provided in the Basic Lease Information or until this Lease is terminated as otherwise provided herein. If the Term Commencement Date is a date other than the first day of the calendar month, the Term shall be the number of months of the length of Term in addition to the remainder of the calendar month following the Term Commencement Date. This Lease shall be a binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding the later commencement of the Term.

Initial Subleasing. Landlord acknowledges that Tenant may not occupy the entirety of the Premises upon the Term Commencement Date and that Tenant desires the ability to initially sublease a portion of the Premises with less restrictive approval conditions than those set forth in Paragraph 22.2. With respect to the initial subleasing only of that portion of the Premises not occupied by Tenant upon the Term Commencement Date, the grounds set forth in clauses (iii), (vii) and (viii) of Paragraph 22.2 on which it may be reasonable for Landlord to withhold its consent to a proposed Transfer shall not be applicable to # any sublease of the Premises for any portion of the Premises that is up to two (2) full floors of the Premises on any floors and for a term (including any options to extend the term) up to five (5) years or # any two (2) subleases of the Premises each for any portion of the Premises that is up to one (1) full floor of the Premises on any floor and for a term (including any options to extend the term) up to five (5) years. Any one or more subleases to the same Transferee or an entity which is Controlled by, Controls or is under common Control with such Transferee shall be treated as a single sublease for purposes of determining the applicability of the foregoing provision. Upon the initial subleasing of any portion of the Premises, the provisions of this Paragraph 22.9 shall not be applicable to such subleased premises upon any further subleasing of such subleased premises without regard to the term of the initial sublease (namely, if such initial term is up to five (5) years) and without regard to any early termination of such sublease. It is the intention of Landlord and Tenant that the provisions of this Paragraph 22.9 apply only to initial subleasing of any portion of the Premises.

The initial contribution of the Parties (the “Initial Contribution”) shall be in accordance with the Budget as detailed in Schedule “A” attached, and summarized below: