Common use of Administrator Discretion Clause in Contracts

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status as an Employee (provided that such interruption is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employee, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruption, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “"separation from service” " within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “"specified employee” " within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the Administrator determines, in its discretion, that the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in a whole number of Shares (or, in the Administrator’s discretion, a lump sum cash payment equal to the EmployeeFair Market Value of such Shares) to the Participant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to comply with with, or be exempt from, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable (or cash payable) thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “"Section 409A” " means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status status as an Employee a Service Provider (provided that such interruption is a “separation from service” within the meaning of Section 409A), as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employee“separation from service” (within the meaning of Section 409A), then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionseparation, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and the Employee will cooperate diligently to amend the terms of this Agreement to avoid the imposition of any taxes or penalties under Section 409A. Notwithstanding the foregoing, under no circumstances will the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due under Section 409A or any other law or regulation. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the PlanAgreement. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status as an Employee (provided that such interruption is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employee, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruption, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.,

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Section 4 in all cases shall be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to the Award Agreement only by direct and specific reference to such sentence. Notwithstanding anything in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant) to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) the Employee Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.or

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status Participant's termination as an Employee a Service Provider (provided that such interruption termination is a “"separation from service” " within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “"specified employee” " within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the Employee’s Continuous Status Participant's termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant's termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the Employee’s Participant's estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “"Section 409A” " means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Code Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Code Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Code Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid settled in Shares to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to that it and all payments and benefits hereunder be exempt from, or comply with with, the requirements of Code Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. For Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement, “Award Agreement are exempt from or compliant with Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.409A.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status as an Employee Grantee ceasing to be a Service Provider (provided that such interruption cessation is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of such interruption termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Grantee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an EmployeeGrantee ceasing to be a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptiontermination, unless the Employee Grantee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. If Participant is a United States (“U.S.”) taxpayer, the payment of Shares vesting pursuant to this Section 4 shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Code Section 409A. The prior sentence may be superseded in a future agreement or amendment to the Award Agreement only by direct and specific reference to such sentence. Notwithstanding anything in the Plan or this the Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant) to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the these Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Code Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) the Employee Participant is a U.S. taxpayer and a “specified employee” within the meaning of Code Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Code Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid to the Employee’s estate out as described in Section 6 as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this the Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with with, the requirements of Code Section 409A so that none of the Restricted Stock Units provided under this the Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. For Each payment payable under the Award Agreement is intended to constitute a separate payment for purposes of this Agreement, “Treasury Regulation Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-2(b)(2), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to that it and all payments and benefits hereunder be exempt from, or comply with with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status as an Employee (provided that such interruption is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employee, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruption, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section Exhibit 10.2 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.any

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Section 409A at the time of such interruption termination as an Employee and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Employee, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as an Employee, in which case, the Restricted Stock Units will be paid in Stock to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to that it and all payments and benefits hereunder be exempt from, or comply with with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares Stock issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment settlement of such accelerated Restricted Stock Units will not be made occur until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid to the Employee’s estate settled in Shares and/or cash as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares and/or cash issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.Award

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement or any other arrangement (whether entered into before, on or after the Date of Grant) to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employeesuch termination, then the payment of Shares related to such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptiontermination, unless the Employee Participant dies during following such six (6) month periodtermination, in which case, case the Restricted Stock Units will be paid in Shares to the Employee’s estate transferee described in Section 6 as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to support the exemption from the application thereof or, if applicable, to so comply. For Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of this AgreementTreasury Regulation Section 1.409A-2(b)(2). However, “Section 409A” means Section 409A of in no event will the Internal Revenue Code of 1986Company reimburse Participant, as amended (the “Code”)or be otherwise responsible for, and any proposedtaxes, temporary interest, penalties, or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each other costs that may be amended from time to time.imposed on Participant as a result of Section 409A.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment settlement of such accelerated Restricted Stock Units will not be made occur until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid to the Employee’s estate settled in Shares and/or cash as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares and /or cash issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.imposed

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 4 shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to that it and all payments and benefits hereunder be exempt from, or comply with with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status status as an Employee a Service Provider (provided that such interruption is a “separation from service” within the meaning of Section 409A), as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employee“separation from service” (within the meaning of Section 409A), then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionseparation, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes The Company and the Employee Exhibit 10.3 will cooperate diligently to amend the terms of this AgreementAgreement to avoid the imposition of any taxes or penalties under Section 409A. Notwithstanding the foregoing, “Section 409A” means Section 409A of under no circumstances will the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.Exhibit 10.3

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the Restricted Stock Units balance, of the unvested PSUs at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units PSUs will be considered as having been earned (vested) vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 4 shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units PSUs will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units PSUs will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units PSUs will be paid in Shares to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to that it and all payments and benefits hereunder be exempt from, or comply with with, the requirements of Section 409A so that none of the Restricted Stock Units PSUs provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. Notwithstanding anything If the Administrator, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units, the payment of such accelerated Restricted Stock Units nevertheless shall be made at the same time or times as if such Restricted Stock Units had vested in accordance with the vesting schedule set forth in the Plan Notice of Grant (whether or this Agreement to not the contraryGrantee remains a Service Provider through such date(s)). Notwithstanding the foregoing, if the Administrator, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the EmployeeGrantee’s Continuous Status termination as an Employee a Service Provider (provided that such interruption is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, ) and if (x) the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of termination, then any such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or otherwise payable within the six (6) month period following the interruption of Grantee’s termination instead will be paid on the Employee’s Continuous Status as an Employee, then the payment of such accelerated Restricted Stock Units will not be made until the date first business day that is six (6) months and one (1) day following the date of such interruptionthe Grantee’s termination, unless the Employee Grantee dies during such six (6) month periodfollowing his or her termination, in which case, the accelerated Restricted Stock Units will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 811. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth in the Notice of Grant. For purposes of this Agreement, “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”). It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Shares subject to this Award of Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status status as an Employee a Service Provider (provided that such interruption is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employee“separation from service” (within the meaning of Section 409A), then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionseparation, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and the Employee will cooperate diligently to amend the terms of this Agreement to avoid the imposition of any taxes or penalties under Section 409A. Notwithstanding the foregoing, under no circumstances will the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due under Section 409A or any other law or regulation. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption of the Employee’s Continuous Status status as an Employee a Service Provider (provided that such interruption is a “separation from service” within the meaning of Section 409A), as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the interruption of the Employee’s Continuous Status as an Employee“separation from service” (within the meaning of Section 409A), then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionseparation, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes The Company and the Employee will cooperate diligently to amend the terms of this AgreementAgreement to avoid the imposition of any taxes or Exhibit 10.5 penalties under Section 409A. Notwithstanding the foregoing, “Section 409A” means Section 409A of under no circumstances will the Internal Revenue Code of 1986Company be responsible for any taxes, as amended (penalties, interest or other losses or expenses incurred by the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.Exhibit 10.5

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all the balance, or a some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) vested as of the date specified by the Administrator. If Participant is a United States (“U.S.”) taxpayer, the payment of Shares vesting pursuant to this Section 4 shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to the Award Agreement only by direct and specific reference to such sentence. Notwithstanding anything in the Plan or this the Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant) to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the these Restricted Stock Units is accelerated in connection with the interruption of the EmployeeParticipant’s Continuous Status termination as an Employee a Service Provider (provided that such interruption termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) the Employee Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such interruption termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption of the EmployeeParticipant’s Continuous Status termination as an Employeea Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such interruptionParticipant’s termination as a Service Provider, unless the Employee Participant dies during such six (6) month periodfollowing his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid to the Employee’s estate out as described in Section 6 as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this the Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this the Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. For Each payment payable under the Award Agreement is intended to constitute a separate payment for purposes of this Agreement, “Treasury Regulation Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-2(b)(2), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of all or a portion of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having been earned (vested) as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the interruption termination of the EmployeeParticipant’s Continuous Service Status as an Employee (provided that such interruption termination is a “separation from service” within the meaning of Code Section 409A, as determined by the Company), other than due to death, and if (x) the Employee Participant is a “specified employee” within the meaning of Code Section 409A at the time of such interruption termination of Participant’s Continuous Service Status and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Code Section 409A if paid to the Employee Participant on or within the six (6) month period following the interruption termination of the EmployeeParticipant’s Continuous Status as an EmployeeService Status, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date the termination of such interruptionParticipant’s Continuous Service Status, unless the Employee Participant dies during such six (6) month periodfollowing the termination of his or her Continuous Service Status, in which case, the Restricted Stock Units will be paid settled in Shares to the EmployeeParticipant’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Award Agreement to that it and all payments and benefits hereunder be exempt from, or comply with with, the requirements of Code Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time.