Limit on Distribution. Distribution of shares of Stock or other amounts under the Plan shall be subject to the following:

Individual Limit. Notwithstanding anything in this Plan to the contrary, the aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes) and cash compensation granted under this Plan or otherwise during any calendar year to any individual Outside Director for services in such capacity shall not exceed one million dollars ($1,000,000); provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.

Maximum Limit. In the event that any payment or benefit that Executive is eligible to receive from the [[Organization A:Organization]], including but not limited to payments and benefits stated herein in this Agreement, is included in the calculation of “parachute payments” and may be subjected to the excise tax under the Golden Parachute Laws (“Payment”), the total of such Payments that the Executive is entitled to receive shall be subjected to a Maximum Limit. The term “Maximum Limit” is defined as the largest amount which would result in no Payment being subject to any excise tax under the Golden Parachute Laws. The Executive and the [[Organization A:Organization]] agree that, if the aggregate of all the Payments exceeds the Maximum Limit, the Executive would only be entitled to a portion of the Payments that he/she is eligible such that the total of the Payments that he/she receives would not exceed the Maximum Limit. The Executive has the discretion to determine which specific Payment or portion thereof he/she chooses to receive such that the aggregate of all Payments that he/she receives does not exceed the Maximum Limit.

Distribution. The amount credited to a Participant’s Accounts, to the extent such Participant is vested in such Accounts, shall become payable to the Participant (or the beneficiary, as applicable) subject to Section 4.6 upon any of the following events:

Distribution. The Participant’s vested Retirement Benefit shall be paid on the earlier of # the Participant’s Commencement Date or # the occurrence of a Change in Control. Notwithstanding the foregoing, if the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Retirement Benefit shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment; notwithstanding the foregoing, if the Participant dies within such six month period, the Participant’s Retirement Benefits shall be paid to his surviving spouse or his estate, if there is no surviving spouse, as soon as administratively practicable following the Participant’s death, as provided in [Section 6.1] of the Plan.

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility

No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that, in the Fiscal Year containing an Outside Director’s Initial Start Date, such limit will be increased to $1,000,000. Any Awards or other compensation provided to an individual # for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or # prior to the Effective Date, will be excluded for purposes of the foregoing limit.

Emergency Distribution. A Participant shall be permitted to elect an Emergency Distribution from his or her vested Accounts, subject to the following restrictions:

Distribution Elections. Except as otherwise specifically provided in this Plan, a Participant may irrevocably elect for each Plan Year or Company Fiscal Year the form and time of distribution of the Deferral Credits (and related Earnings Credits) made to his or her Account for such Plan Year or Company Fiscal Year.

No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.