Common use of Section 409A of the Code Clause in Contracts

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended to that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the provisions requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered “deferred compensation” subject to Section 409A of the Code, references in this Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code and the regulations promulgated thereunderCode. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions For purposes of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunderCode, including without limitation by delaying the issuance each of the Shares contemplated hereunderpayments that may be made in respect of the RSUs shall be deemed as separate payments. (b) Notwithstanding any other provision of anything in the Plan or this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the date of the Participant’s date of death. Following any applicable six-six (6) month delay, all such delayed payments will shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for . (c) Unless otherwise provided by the satisfaction Committee in this Agreement or otherwise, in the event that the timing of all taxes and penalties payments in respect of the RSUs (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may or (ii) a Disability, no such acceleration shall be imposed on or in respect permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Participant in connection with this Agreement, Code if and to the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest extent required under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the any Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a the Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU PSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such the Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan Agreement that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunderthereunder (“Section 409A”). Without limiting the foregoing, the Committee shall will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunderpursuant to this Agreement. (b) Notwithstanding any other provision of this Agreement to the contrary, if a the Participant is a “specified employee” within the meaning of Section 409A of the Code409A, and is subject to U.S. federal income tax, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code409A) shall will be made to such the Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 409A. Each payment in a series of payments hereunder shall under this Agreement will be deemed to be a separate payment for the purposes of Section 409A of the Code.409A.

Section 409A of the Code. (ai) This Agreement Notwithstanding any provision of the Plan to the contrary, it is intended to comply with that the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to Plan comply with Section 409A of the Code Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any regulations promulgated thereunder, including without limitation by delaying the issuance beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Shares contemplated hereunderCode, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment. (bii) Notwithstanding any other provision of this Agreement anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, no payments in respect of any RSU Awards that is are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the such Participant’s “separation from service” or, if earlier, the date of the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for . (iii) Unless otherwise provided by the satisfaction Committee in an Award Agreement or otherwise, in the event that the timing of all taxes and penalties under payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) are accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement(B) a Disability, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder no such acceleration shall be deemed permitted unless the Disability also satisfies the definition of “Disability” pursuant to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a the Participant is a “specified employee” within the meaning of Section 409A of the Code, and is subject to U.S. federal income tax, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such the Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for the purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares LTIP Units contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU LTIP Unit that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company and the Operating Partnership shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunderthereunder (“Section 409A”). Without limiting the foregoing, the Committee shall will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunderpursuant to this Agreement. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Codeand is subject to U.S. federal income tax, no payments in respect of any RSU Performance Share that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code409A) shall will be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 409A. Each payment in a series of payments hereunder shall under this Agreement will be deemed to be a separate payment for purposes of Section 409A of the Code.409A.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) . Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the CodeCode and is subject to U.S. federal income tax, no payments in respect of any RSU Performance Share that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall will be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall will be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This It is the intention of the parties that this Agreement is intended to comply with the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Without limiting the foregoingapplicable guidance issued thereunder ("Section 409A"), the Committee shall have the right to amend the terms and conditions of this Agreement will be interpreted in any respect as may be necessary or appropriate a manner intended to comply with Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Section 409A or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Executive in connection with this Agreement (including any taxes and penalties under Section 409A), and shall indemnify and hold the Code Company (or any regulations promulgated thereunder, including without limitation by delaying the issuance beneficiary) harmless from any or all of the Shares contemplated hereunder. (b) such taxes or penalties. Notwithstanding any other provision of anything in this Agreement to the contrary, if in the event that Executive is deemed to be a Participant is a “"specified employee” " within the meaning of Section 409A 409A(a)(2)(B)(i) and is not "disabled" within the meaning of the CodeSection 409A(a)(2)(C), no payments in respect of any RSU hereunder that is “are "deferred compensation” " subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant Executive prior to the date that is six (6) months after the date of the Participant’s “Executive's "separation from service” " (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, the Participant’s Executive's date of death. Following any applicable six-six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A permissible payment date. For purposes of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, with respect to payments of any amounts that are considered to be "deferred compensation" subject to Section 409A, references to "termination of employment" (and the Company substantially similar phrases) shall not be liable to any Participant for any payment made under this Plan interpreted and applied in a manner that is determined to result in an additional tax, penalty or interest under Section 409A of consistent with the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code.409A.

Section 409A of the Code. (a) This Award Agreement is and the Plan are intended to comply with the provisions requirements of Section section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. Without limiting thereunder (the foregoing“Code”), the Committee and shall have the right to amend the terms and conditions of this Agreement in any respect as may all respects be necessary or appropriate to comply administered in accordance with Section section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the Code. The issuance of Common Stock with respect to vested Restricted Units under this Award Agreement is intended to be meet the Shares contemplated hereunder. (b) “short term deferral” exception under section 409A of the Code. Notwithstanding any other provision of in this Award Agreement to the contrary, if a the Participant is a “specified employee” within (as defined in section 409A of the meaning Code) and it is necessary to postpone the issuance of Section shares of Common Stock otherwise issuable under this Award Agreement to prevent any accelerated or additional tax under section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A then the Company will postpone such issuance until 5 days after the end of the Code and which would otherwise be payable upon six-month period following the Participant’s “separation from service” (as defined in Section within the meaning of such term under section 409A of the Code) . If the Participant dies during the postponement period prior to the issuance of the shares of Common Stock, the issuance of the shares of Common Stock postponed on account of section 409A of the Code shall be made to such Participant prior to the date that is six months personal representative of the Participant’s estate within 60 days after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delayThe determination of who is a specified employee, all including the number and identity of persons considered specified employees and the identification date, shall be made by such delayed payments will be paid Administering Body or its delegate in a single lump sum on accordance with the earliest date permitted under Section provisions of sections 416(i) and 409A of the Code Code. To the extent that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A any provision of the Code that may be imposed on or in respect Plan would cause a conflict with the requirements of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section or would cause the administration of the Plan to fail to satisfy the requirements of section 409A of the Code. Each payment in a series of payments hereunder , such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of issuance of the shares of Common Stock hereunder. This Award Agreement may be amended without the consent of the Participant in any respect deemed by the Administering Body to be a separate payment for purposes of Section necessary in order to preserve compliance with section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the any Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a the Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU PSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such the Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunderthereunder (“Section 409A”). Without limiting the foregoing, the Committee shall will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunderpursuant to this Agreement. (b) Notwithstanding any other provision of this Agreement to the contrary, if a the Participant is a “specified employee” within the meaning of Section 409A of the Codeand is subject to U.S. federal income tax, no payments in respect of any RSU Performance Share that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code409A) shall will be made to such the Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 409A. Each payment in a series of payments hereunder shall under this Agreement will be deemed to be a separate payment for purposes of Section 409A of the Code.409A.

Section 409A of the Code. (a) This Agreement If the Participant is a resident of the United States, the Units and any shares of Common Stock issuable in connection therewith are intended to qualify for an exemption from or comply with Section 409A of the provisions Code. Notwithstanding any other provision in this Agreement and the Plan to the contrary, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Units qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Units will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the regulations promulgated thereunderCode from applying to the Units. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions No provision of this Agreement in will be interpreted or construed to transfer any respect as may be necessary or appropriate liability for failure to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying from the issuance of the Shares contemplated hereunder. (b) Notwithstanding Participant any other provision of individual to the Company. By executing this Agreement, the Participant agrees to waive any claim against the Company with respect to any such tax consequences. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any payment or benefit under this Agreement is determined by the Company to the contrary, if a Participant is a constitute “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “non-qualified deferred compensation” subject to Section 409A of the Code and which would otherwise be is payable upon to the Participant by reason of the Participant’s termination of employment, then (a) such payment or benefit shall be made or provided to the Participant only upon a “separation from service” (as defined in for purposes of Section 409A of the CodeCode under applicable regulations and (b) if the Participant is a “specified employee” (within the meaning of Section 409A and as determined by the Company) and a payment delay is required to avoid additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A, then such payment or benefit shall not be made to such Participant prior to or provided before the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any Each payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement will be treated as an amount includible in gross income a separate payment under Section 409A of the Code. Each Whenever a payment in under this Agreement specifies a series payment period with reference to a number of payments hereunder days, the actual date of payment within the specified period shall be deemed to be a separate payment for purposes of Section 409A within the sole discretion of the CodeCompany.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee Board shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and not exempt for Section 409A as a short-term deferral or otherwise and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month six (6)-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement Award is intended to comply with or be exempt from the provisions requirements of Section 409A of the Code and the regulations promulgated thereunderCode. Without limiting Notwithstanding the foregoing, if the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” as determined by the Company in accordance with its established policy, any settlement of any amount in this Award Agreement which would be a payment of deferred compensation within the meaning of Section 409A of the Code, no payments in Code with respect to the Participant as a result of any RSU that is “deferred compensation” subject to the Participant’s separation from service as defined under Section 409A of the Code (other than as a result of death) and which would otherwise be payable upon paid within six months of the Participant’s “separation from service” (as defined in Section 409A of the Code) service shall be made to such Participant prior to paid on the date that is one day after the earlier of (i) the date that is six months after the date of the Participant’s “separation from service” or, if earlier, service or (ii) the Participant’s date that otherwise complies with the requirements of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment In addition, notwithstanding any provision of the Plan or this Award Agreement to the contrary, any settlement of the Phantom Units granted in a series of payments hereunder shall be deemed to this Award Agreement that would be a separate payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant and is a settlement as a result of the Participant’s separation from service in connection with a Change in Control, the term “Change in Control” under the Plan shall mean a change in ownership or change in effective control for purposes of Section 409A of the Code. The payment of each amount under this Award Agreement is deemed as a “separate payment” for purposes of Section 409A of the Code. For all purposes under this Award, “termination of Employment” and similar terms shall mean “separation from service” as defined and determined under Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a the Participant is a “specified employee” within the meaning of Section 409A of the Code, and is subject to U.S. federal income tax, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall will be made to such the Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall will be deemed to be a separate payment for the purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with Stock Award shall be administered, interpreted, and construed in a manner that does not result in the provisions imposition on Awardee of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoingany additional tax, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary penalty, or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of interest under Section 409A of the Code. The preceding provision, no payments in respect however, shall not be construed as a guarantee of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, particular tax effect and the Company shall not be liable to any Participant for Awardee if any payment made under this Plan that Stock Award is determined to result in an additional tax, penalty penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement any Award as an amount includible in gross income under Section 409A of the Code. Each payment . (b) “Termination of employment,” “resignation,” or words of similar import, as used in a series this Stock Award means for purposes of payments hereunder under this Award that are payments of deferred compensation subject to Section 409A of the Code, Awardee’s “separation from service” as defined in Section 409A of the Code. (c) To the extent any payment or settlement that is a payment of deferred compensation subject to Section 409A of the Code is contingent upon a Change of Control, such payment or settlement shall be deemed to be only occur if the Change of Control would also constitute a separate payment for purposes change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code. The vesting of any Award shall not be affected by the preceding sentence. (d) If a payment obligation under this Stock Award arises on account of Awardee’s separation from service while Awardee is a “specified employee” (as defined in Section 409A of the Code), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after his or her death.

Section 409A of the Code. (a) This Agreement is and the Plan are intended to comply with the provisions requirements of Section 409A of the Code Code, and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may all respects be necessary or appropriate to comply administered in accordance with Section 409A of the Code Code. Notwithstanding anything in this Agreement or any regulations promulgated thereunderthe Plan to the contrary, including without limitation distributions may only be made upon an event and in a manner permitted by delaying the issuance Section 409A of the Shares contemplated hereunder. Code. If a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. For purposes of Section 409A of the Code, all payments to be made upon the Grantee ceasing to be employed by, or providing service to, the Company may only be made upon the Grantee’s “separation from service” (b) within the meaning of such term under Section 409A of the Code). Notwithstanding any other provision of in this Agreement to the contrary, if a Participant at the time of the payment the Company has securities which are publicly-traded on an established securities market and the Grantee is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made and it is necessary to such Participant prior to postpone the date that is six months after the date commencement of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made otherwise payable under this Plan that is determined Agreement to result in an prevent any accelerated or additional tax, penalty or interest tax under Section 409A of the Code, nor for reporting then the Company will postpone the payment until ten (10) days after the end of the six-month period following the original payment date. If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within sixty (60) days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by such Board or its delegate in good faith any payment made under this Agreement as an amount includible in gross income under Section accordance with the provisions of Sections 416(i) and 409A of the Code. Each payment in To the extent that any provision of the Plan would cause a series of payments hereunder shall be deemed to be a separate payment for purposes conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Board to be necessary in order to preserve compliance with Section 409A of the Code.

Section 409A of the Code. (ai) This Agreement is and all other agreements referred to herein or contemplated hereby in connection with the Employee’s employment are intended to comply with meet the provisions requirements of Section 409A of the Code Code, and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms be interpreted and conditions of this Agreement in any respect as may be necessary or appropriate to comply construed consistent with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunderthat intent. (bii) Notwithstanding any other provision of this Agreement or any other agreements referred to herein or contemplated hereby in connection with the Employee’s employment, to the contrary, if a Participant is a extent that the right to any payment (including the provision of benefits) hereunder provides for the “specified employeedeferral of compensation” within the meaning of Section 409A 409A(d)(1) of the Code, no payments the payment shall be paid (or provided) in respect accordance with the following: If the Employee is a “Specified Employee” within the meaning of any RSU that is “deferred compensation” subject to Section 409A 409A(a)(2)(B)(i) of the Code and which would otherwise be payable upon on the Participant’s “separation from service” (as defined in Section 409A Date of the Code) Termination, then no such payment shall be made to such Participant prior to or commence during the period beginning on the Date of Termination and ending on the date that is six months after following the date Date of the Participant’s “separation from service” Termination or, if earlier, on the Participant’s date of the Employee’s death. Following any applicable six-month delay, all if the earlier making of such delayed payments will be paid payment would result in a single lump sum tax penalties being imposed on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income Employee under Section 409A of the Code. Each The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to the Employee on the first business day following the date that is six months following the Date of Termination or, if earlier, the date of the Employee’s death. Certain information contained in this Exhibit has been redacted pursuant to a series request for confidential treatment filed by Federal-Mogul Corporation with the Securities Exchange Commission pursuant to rule 24b-2 promulgated under the Securities Exchange Act of 1934. Information for which confidential treatment has been requested has been replaced with asterisks Payments with respect to reimbursements or payments hereunder of expenses shall be deemed to made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement or payment, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, except for any limit on the amount of expenses that may be a separate payment for purposes of reimbursed under an arrangement described in Section 409A 105(b) of the Code, and the Employee’s right to reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit. If the Employee is a ‘Specified Employee’ under Code Section 409A, the full cost of any continuation or provision of employee benefit plans or programs following the Date of Termination (other than any cost of medical or dental benefit plans or programs or the cost of any other plan or program that is exempt from Code Section 409A) shall be paid by the Employee until the earlier to occur of the Employee’s death or the date that is six months and one day following the Employee’s Date of Termination, and such cost shall be reimbursed by the Company to, or on behalf of, the Employee in a lump sum cash payment on the earlier to occur of the Employee’s death or the date that is six months and one day following the Employee’s Date of Termination. In addition, if the Employee is a ‘Specified Employee’ under Code Section 409A on the Employee’s Date of Termination, any payment or reimbursement of Employee’s expenses, or in-kind benefits provided, that constitutes a ‘deferral of compensation’ within the meaning of Section 409A(d)(1) of the Code, shall not be paid or provided, as applicable, until the earlier to occur of the Employee’s death or the date that is six months and one day following the Executive’s Date of Termination. (iii) The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement or any other agreements referred to herein or contemplated hereby in connection with the Employee’s employment, including but not limited to any stock appreciation right or other equity-based award, payment or amount that provides for the ‘deferral of compensation’ within the meaning of Section 409A(d)(1) of the Code, may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. Certain information contained in this Exhibit has been redacted pursuant to a request for confidential treatment filed by Federal-Mogul Corporation with the Securities Exchange Commission pursuant to rule 24b-2 promulgated under the Securities Exchange Act of 1934. Information for which confidential treatment has been requested has been replaced with asterisks

Section 409A of the Code. (ai) This Agreement Notwithstanding any provision of the Plan to the contrary, it is intended to comply with that the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to Plan comply with Section 409A of the Code Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any regulations promulgated thereunder, including without limitation by delaying the issuance beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Shares contemplated hereunderCode, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment. (bii) Notwithstanding any other provision of this Agreement anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, no payments in respect of any RSU Awards that is are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the such Participant’s “separation from service” or, if earlier, the date of the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant . (iii) Unless otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) is solely responsible and liable for accelerated upon the satisfaction occurrence of all taxes and penalties under (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement(B) a Disability, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder no such acceleration shall be deemed permitted unless the Disability also satisfies the definition of “Disability” pursuant to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a1) This Agreement is intended to comply with Stock Award shall be administered, interpreted, and construed in a manner that does not result in the provisions imposition on Awardee of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoingany additional tax, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary penalty, or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of interest under Section 409A of the Code. The preceding provision, no payments in respect however, shall not be construed as a guarantee of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, particular tax effect and the Company shall not be liable to any Participant for Awardee if any payment made under this Plan that Stock Award is determined to result in an additional tax, penalty penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement any Award as an amount includible in gross income under Section 409A of the Code. Each payment . (2) Termination of employment," "resignation," or words of similar import, as used in a series this Stock Award means for purposes of payments hereunder under this Award that are payments of deferred compensation subject to Section 409A of the Code, Awardee's "separation from service" as defined in Section 409A of the Code. (3) To the extent any payment or settlement that is a payment of deferred compensation subject to Section 409A of the Code is contingent upon a Change of Control, such payment or settlement shall be deemed to be only occur if the Change of Control would also constitute a separate payment for purposes change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code. The vesting of any Award shall not be affected by the preceding sentence. (4) If a payment obligation under this Stock Award arises on account of Awardee's separation from service while Awardee is a "specified employee" (as defined in Section 409A of the Code), any payment of "deferred compensation" (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after his or her death.

Section 409A of the Code. (a) i. This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunderthereunder (“Section 409A”). Without limiting the foregoing, the Committee shall will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunderpursuant to this Agreement. (b) ii. Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Codeand is subject to U.S. federal income tax, no payments in respect of any RSU Performance Share that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code409A) shall will be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 409A. Each payment in a series of payments hereunder shall under this Agreement will be deemed to be a separate payment for purposes of Section 409A of the Code.409A.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and not exempt for Section 409A as a short-term deferral or otherwise and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is Plan and Awards granted hereunder are intended to comply with the provisions requirements of Section 409A of the Code and or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the regulations promulgated thereunder. Without limiting the foregoingCode, the Committee shall have the right to amend the terms and conditions of it is intended that this Agreement Plan be administered in any respect as may be necessary or appropriate to comply all respects in accordance with Section 409A of the Code or Code. Each payment under any regulations promulgated thereunder, including without limitation by delaying the issuance Award shall be treated as a separate payment for purposes of Section 409A of the Shares contemplated hereunder. (b) Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that is not exempt from Section 409A of the Code. Notwithstanding any other provision of this Plan or any Agreement to the contrary, if in the event that a Participant is a “specified employee” within the meaning of Section 409A of the CodeCode (as determined in accordance with the methodology established by the Company), no payments in respect of any RSU amounts that is constitute “nonqualified deferred compensation” subject to within the meaning of Section 409A of the Code and which that would otherwise be payable upon during the six (6)-month period immediately following a Participant’s Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following the Participant’s “separation Separation from service” (as defined in Service or any earlier date permitted by Section 409A of the Code) shall be made to such . If the Participant dies following the Separation from Service and prior to the date that is six months after payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant’s estate within thirty (30) days following the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments In no event will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not or any Subsidiary be liable required to any reimburse a Participant for any payment made under this Plan that is determined to taxes imposed or other costs incurred as a result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the CodeCode and is subject to U.S. federal income tax, no payments in respect of any RSU Performance Share that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. (a) This Phantom Units Agreement is intended to comply be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Phantom Units Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. Notwithstanding anything to the contrary in this Phantom Units Agreement, with the provisions respect to any amounts payable to Participant under this Phantom Units Agreement in connection with a termination of Participant's service with Company that would be considered “non-qualified deferred compensation” under Section 409A of the Code Code, in no event shall a termination of service be considered to have occurred under this Phantom Units Agreement unless such termination constitutes the Participant's “separation from service” with Company as such term is defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto. The payments to Participant shall be made within the regulations promulgated thereunder. Without limiting period described in Paragraph 3 following the foregoingspecified payment dates, or if applicable, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning earlier payment event. For purposes of Section 409A of the Code, no payments in respect of any RSU each payment that is “deferred compensation” subject Participant may be eligible to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) receive under this Phantom Units Agreement shall be made to such Participant prior treated as a separate and distinct payment and shall not collectively be treated as a single payment. Notwithstanding anything to the contrary contained in this Phantom Units Agreement, with respect to any amounts payable to Participant under this Phantom Units Agreement during a specified period of time following the occurrence of a scheduled payment date that is six months after or event, the actual date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all payment during such delayed payments specified period will be paid determined by Company, in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible its sole and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeabsolute discretion.

Section 409A of the Code. (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and not exempt for Section 409A as a short-term deferral or otherwise and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month six (6)-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant 7 in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.