Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation” or “but not limited to”. Unless the context otherwise requires, references in this Agreement to Sections, Schedules and Exhibits shall be deemed references to Sections of, and Schedules and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. When calculating the period of time before which, within which or following which any act is to be done or any step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall not be calculated as the first day of such period of time. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. All monetary figures or references to “$” in this Agreement shall be U.S. dollars unless otherwise specified.

Construction. Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

Construction. The parties hereto acknowledge and agree that: # each party and its counsel have reviewed and negotiated the terms and provisions of this Letter Agreement and have contributed to its revision; # the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Letter Agreement; and # the terms and provisions of this Letter Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Letter Agreement.

Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant’s obligations or restrictions set forth in [Exhibits A] and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The RSUs are intended to not be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent.

Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

Construction. Landlord shall cause Contractor to construct the improvements in and to the Expansion Space (the “Leasehold Improvements”) in accordance with and based on the Construction Drawings and Final Pricing, such work by Landlord being referred to herein as “Landlord Work”. All Leasehold Improvements to the Expansion Space shall be performed during customary construction work hours so as not to incur overtime charges. Landlord hereby agrees that Landlord shall deliver possession of the Expansion Space to Tenant upon Substantial Completion (as defined below) of the Leasehold Improvements in and to the Expansion Space, which is anticipated to be on or about August 1, 2015 (the “Anticipated Delivery Date”). All of the Leasehold Improvements shall be constructed by the Contractor in accordance with the Construction Drawings at Landlord’s expense, subject to paragraph D, below. Tenant acknowledges that its cooperation is crucial to Landlord’s completing the Leasehold Improvements to the Expansion Space by the Anticipated Delivery Date. Accordingly, Tenant covenants that whenever information or approval is requested by Landlord, the Construction Manager, as defined below, or the Contractor in connection with the build-out of the Leasehold Improvements to the Expansion Space, Tenant will use commercially reasonable efforts to respond directly to the Construction Manager within three (3) business days from Tenant’s receipt of Landlord’s request for such information or approval. Should Tenant’s failure to respond directly to the Construction Manager in a timely manner result in an actual delay in the Substantial Completion of the Leasehold Improvements, such delay shall be deemed a “Tenant Delay” (as further defined in Paragraph H. below).

Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

Construction. Careful scrutiny has been given to this Agreement by the Company, Employee, and their respective legal counsel. Accordingly, the rule of construction that the ambiguities of the contract shall be resolved against the party which caused the contract to be drafted shall have no application in the construction or interpretation of this Agreement or any clause or provision hereof.

Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

CONSTRUCTION. This Agreement and the award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Committee with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this award.