Common use of Committee Discretion Clause in Contracts

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the Employee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from service, unless the Employee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units Performance Shares at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units Performance Shares will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units Performance Shares and the Restricted Stock Units Performance Shares are “deferred compensation” within the meaning of Section 409A, the payment of such accelerated Restricted Stock Units Performance Shares nevertheless shall be made at the same time or times as if such Restricted Stock Units Performance Shares had vested in accordance with the vesting schedule set forth in on the Notice first page of Grant this Agreement (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units Performance Shares are accelerated in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service, then any such accelerated Restricted Stock Units Performance Shares otherwise payable within the six (6) month period following the Employee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from service, unless the Employee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units Performance Shares shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of the Plan, notwithstanding any tax consequences to the Employee. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units Units, and to the extent the Employee is subject to Section 409A (as defined below), the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the Employee’s Termination of Service (other than due to death)) and the Employee is subject to Section 409A, the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the Employee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from service, unless the Employee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units PSUs will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs and the Restricted Stock Units PSUs are “deferred compensation” within the meaning of Section 409A, the payment of such accelerated Restricted Stock Units PSUs nevertheless shall be made at the same time or times as if such Restricted Stock Units PSUs had vested in accordance with the vesting schedule set forth in the Notice of Grant (whether or not the Employee Grantee remains employed by the Company or by one of its Subsidiaries as of in Continued Service through such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units PSUs are accelerated in connection with the EmployeeGrantee’s Termination termination of Continued Service (other than due to death), the Restricted Stock Units PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service, then any such accelerated Restricted Stock Units PSUs otherwise payable within the six (6) month period following the EmployeeGrantee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service, unless the Employee Grantee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).estate

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units Performance Shares at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will Performance Shares shall be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409APerformance Shares, the payment of such accelerated Restricted Stock Units Performance Shares nevertheless shall be made at the same time or times as if such Restricted Stock Units Performance Shares had vested in accordance with the vesting schedule set forth in on the Notice first page of Grant this Agreement (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Performance Shares in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, ) and if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from servicesuch Termination of Service, then any such accelerated Restricted Stock Units Performance Shares otherwise payable within the six (6) month period following the Employee’s separation from service Termination of Service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from serviceTermination of Service, unless the Employee dies following his or her separation from serviceTermination of Service, in which case, the accelerated Restricted Stock Units Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units Performance Shares shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units unvested RSUs at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units RSUs will be considered as having vested as of the date specified by the Committee. If 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 CommitteePlan or this Award Agreement to the contrary, in its discretion, accelerates if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” RSUs is accelerated in connection with your termination as an employee (provided that such termination is a "separation from service" within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed determined by the Company or by one of its Subsidiaries as of such date(sCommittee)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has and if (x) you are a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “"specified employee” " within the meaning of Section 409A at the time of your termination and (y) the Employee’s separation from service, then any payment of such accelerated Restricted Stock Units otherwise payable RSUs will result in the imposition of additional tax under Section 409A if paid to you on or within the six (6) month period following your termination, then the Employee’s separation from service instead payment of such accelerated RSUs will not be paid on made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from serviceyour termination, unless you die within the Employee dies six (6) month period following his or her separation from serviceyour termination, in which case, the accelerated Restricted Stock Units RSUs will be paid in Shares to the Employee’s your estate as soon as practicable following his your death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or her deathcomply with, the requirements of Section 409A so that none of the RSUs provided under this Award Agreement or Shares issuable thereunder will be subject to paragraph 9. Thereafterthe additional tax imposed under Section 409A, such Restricted Stock Units shall continue and any ambiguities herein will be interpreted to be paid in accordance with the vesting schedule set forth on the first page so exempt or so comply. 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). For purposes of this Award Agreement, “"Section 409A” " means Section 409A of the U.S. Internal Revenue Code of 1986, as amendedCode, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”)time.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs at any time, subject to the terms of the PlanPlan and, except in connection with a change of control of the Company, not with respect to PSUs that are intended to qualify as “performance-based compensation” under Code section 162(m). If so accelerated, such Restricted Stock Units PSUs will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs and the Restricted Stock Units PSUs are “deferred compensation” within the meaning of Section 409A, the payment of such accelerated Restricted Stock Units PSUs nevertheless shall be made at the same time or times as if such Restricted Stock Units PSUs had vested in accordance with the vesting schedule set forth in the Notice of Grant (whether or not the Employee Grantee remains employed by the Company or by one of its Subsidiaries as of in Continued Service through such date(s)). The immediately preceding sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to the sentence. Notwithstanding the foregoing, if such Restricted Stock Units PSUs that are “deferred compensation” within the meaning of Section 409A are accelerated in connection with the EmployeeGrantee’s Termination termination of Continued Service (other than due to death), the Restricted Stock Units PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service, then any such accelerated Restricted Stock Units PSUs otherwise payable within the six (6) month period following the EmployeeGrantee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service, unless the Employee Grantee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph Paragraph 9. Thereafter, such Restricted Stock Units PSUs shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. Each payment payable to a U.S. taxpayer 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 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”)time.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, all or some lesser a 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 vested been earned (vested) as of the date specified by the Committee. If Notwithstanding anything in the CommitteePlan or this Agreement to the contrary, in its discretion, accelerates if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are is accelerated in connection with the EmployeeDirector’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition409A, other than due to death, and if (x) the Employee Director is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the Employee’s separation from service, then any payment of such accelerated Restricted Stock Units otherwise payable will result in the imposition of additional tax under Section 409A if paid to the Director on or within the six (6) month period following the EmployeeDirector’s “separation from service instead service” (within the meaning of Section 409A), as determined by the Company, then the payment of such accelerated Restricted Stock Units will not be paid on made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from servicesuch separation, unless the Employee Director dies following his or her separation from serviceduring such six (6) month period, in which case, the accelerated Restricted Stock Units will be paid to the EmployeeDirector’s estate as soon as practicable following his or her death, subject to paragraph 98. Thereafter, such It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units shall continue 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 paid in accordance with the vesting schedule set forth on the first page of this Agreementinterpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amendedamended (the “Code”), and any proposed, temporary or final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”)time.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee Grantee remains employed by the Company or by one of its Subsidiaries as of in Continued Service through such date(s)). The immediately preceding sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to the sentence. Notwithstanding the foregoing, if such Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A are accelerated in connection with the EmployeeGrantee’s Termination termination of Continued Service (other than due to death), the Restricted Stock Units that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service, then any such accelerated Restricted Stock Units described in the preceding sentence otherwise payable within the six (6) month period following the EmployeeGrantee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service, unless the Employee Grantee dies following his or her separation from service, 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 Paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. Each payment payable to a U.S. taxpayer 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 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”)time.

Committee Discretion. The Notwithstanding anything to the contrary in this Agreement, the Committee, in its discretion, may (a) modify the performance and service vesting requirements applicable to the RSUs; or (b) accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units at RSUs, except that, except in connection with a Change of Control, the Committee may not accelerate the vesting of any timeRSUs if the Employee is a “covered employee” under Section 162(m) of the Code for the year of acceleration and the acceleration would, subject in and of itself, cause the Award to fail to qualify as “performance-based compensation” under Section 162(m). The Committee’s authority under clause (a) of the preceding sentence, when exercised in connection with a pending or expected (that is, expected to occur in the near future) Change of Control, shall be exercised only by the Committee as constituted immediately prior to the terms Change of Control. The Committee’s authority under clause (a) of the first preceding sentence of this paragraph 5, when exercised not in connection with a pending or expected (in the near future) Change of Control, must be exercised and communicated to the Employee no later than the ninetieth (90th) day of the Fiscal Year to which the change will apply (and, except as may be provided in the Plan, no such change may divest the Employee of any previously vested shares). If so acceleratedthe Committee accelerateds any RSUs under this paragraph 5, such Restricted Stock Units RSUs will be considered as having vested as of the date specified by the Committee. If Subject to the provisions of this paragraph 5, if the Committee, in its discretion, accelerates the vesting of the balance, all or some lesser a portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409ARSUs, the payment of such accelerated Restricted Stock Units nevertheless RSUs shall be made at as soon as practicable upon or following the same time or times as if such Restricted Stock Units had vested accelerated vesting date, but in accordance with no event later than sixty (60) days following the vesting schedule set forth in date of the Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s))accelerated RSUs. Notwithstanding the foregoingpreceding, if such Restricted Stock Units are the vesting of all or a portion of any unvested RSUs is accelerated in connection with the Employee’s Termination of termination as a Service Provider (other than due to death), the Restricted Stock Units provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if both (a) the Employee is a “specified employee” within the meaning of Section 409A at the time of such termination, and (b) the Employee’s separation from service, then any payment of such accelerated Restricted Stock Units otherwise payable RSUs would result in the imposition of additional tax under Section 409A if paid to the Employee within the six (6) month period following the Employee’s separation from service instead termination, then the payment of such accelerated RSUs will not be paid on made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from servicetermination, unless the Employee dies following his or her separation from servicetermination, in which case, the accelerated Restricted Stock Units RSUs will be paid in Shares to the Employee’s estate as soon as practicable following his or her death. Furthermore, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid if payment of accelerated RSUs in accordance with the preceding above would cause the imposition of additional tax on the Employee under Section 409A, and if the additional tax would be avoided by instead making payment in accordance with the original vesting schedule set forth on of the first page RSUs, payment of the accelerated RSUs shall be made at the time or times that the RSUs otherwise would have vested and been paid (as determined by the Committee). It is the intent of this AgreementAgreement to be exempt from or comply with the requirements of Section 409A so that none of the RSUs provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. 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”)Code.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, all or some lesser a 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 vested been earned (vested) as of the date specified by the Committee. If Notwithstanding anything in the CommitteePlan or this Agreement to the contrary, in its discretion, accelerates if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are is accelerated in connection with the EmployeeDirector’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition409A, other than due to death, and if (x) the Employee Director is a “specified employee” within the meaning of Section 409A at the time of such interruption and (y) the Employee’s separation from service, then any payment of such accelerated Restricted Stock Units otherwise payable will result in the imposition of additional tax under Section 409A if paid to the Director on or within the six (6) month period following the EmployeeDirector’s “separation from service instead service” (within the meaning of Section 409A), as determined by the Company, then the payment of such accelerated Restricted Stock Units will not be paid on made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from servicesuch separation, unless the Employee Director dies following his or her separation from serviceduring such six (6) month period, in which case, the accelerated Restricted Stock Units will be paid to the EmployeeDirector’s estate as soon as practicable following his or her death, subject to paragraph 98. Thereafter, such It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units shall continue 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 paid in accordance with interpreted to so comply. The Company and the vesting schedule set forth on Director will cooperate diligently to amend the first page terms of this AgreementAgreement 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 Director due under Section 409A or any other law or regulation. For purposes of this Agreement, “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amendedamended (the “Code”), and any proposed, temporary or final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”)time.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409AUnits, 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 on the Notice first page of Grant this Agreement (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units are accelerated in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the Employee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from service, unless the Employee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).the

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409AUnits, 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 on the Notice first page of Grant this Agreement (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units are accelerated in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, ) and if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from servicesuch Termination of Service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the Employee’s separation from service Termination of Service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from serviceTermination of Service, unless the Employee dies following his or her separation from serviceTermination of Service, in which case, the accelerated Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).such

Committee Discretion. The Committee, in its sole and absolute discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units the Option will be considered as having vested as of the date specified by the Committee. If Notwithstanding anything in the CommitteePlan or this Award Agreement to the contrary, in its discretion, accelerates if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the payment of such Option is accelerated Restricted Stock Units nevertheless shall 1 To be made at the same time or times as included only if such Restricted Stock Units had vested in accordance with the vesting schedule set forth in the Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s))option is an ISO. Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the EmployeeParticipant’s Termination termination of Continuous Service (other than due to death), the Restricted Stock Units provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Code Section 409A. In addition409A, as determined by the Company or the Committee), other than due to death, and if the Employee (x) Participant is a “specified employee,” within the meaning of Code Section 409A 409A, at the time of such termination of Continuous Service, and (y) the Employee’s separation from service, then any payment of such accelerated Restricted Stock Units otherwise payable Shares subject to the Option will result in the imposition of additional tax under Code Section 409A, if paid to Participant on or within the six (6) month 6)-month period following Participant’s termination of Continuous Service, then the Employee’s separation from service instead payment of such accelerated Shares subject to the Option will not be paid on made until the date that is six (6) months and one (1) day following the date of the Employeetermination of Participant’s separation from serviceContinuous Service, unless the Employee Participant dies following his or her separation from serviceParticipant’s termination of Continuous Service, in which case, the accelerated Restricted Stock Units Option will be paid in Shares to the EmployeeParticipant’s estate as soon as practicable following his Participant’s death. It is the intent of this Award Agreement to comply with the requirements of Code Section 409A, so that no portion of the Option provided under this Award Agreement or her death, Shares issuable hereunder will be subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. For purposes of this Agreement, “additional tax imposed under Code 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 ambiguities herein will be amended from time interpreted to time (“Section 409A”)so comply.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee Grantee remains employed by the Company or by one of its Subsidiaries as of in Continued Service through such date(s)). The immediately preceding sentence may be superseded in a future agreement or amendment to this Agreement only by direct and specific reference to the sentence. Notwithstanding the foregoing, if such Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A are accelerated in connection with the EmployeeGrantee’s Termination termination of Continued Service (other than due to death), the Restricted Stock Units that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the EmployeeGrantee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service, unless the Employee Grantee dies following his or her separation from service, 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 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”)time.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of the Plan, notwithstanding any tax consequences to the Employee. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units Units, and to the extent the Employee is subject to Section 409A (as defined below), the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the Employee’s Termination of Service (other than due to death)) and the Employee is subject to Section 409A, the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the Employee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from service, unless the Employee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 910. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee Director remains employed by providing services to the Company or by to one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the EmployeeDirector’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the EmployeeDirector’s Termination of Service will not be considered due or payable until the Employee Director has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Director is a “specified employee” within the meaning of Section 409A at the time of the EmployeeDirector’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the EmployeeDirector’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeDirector’s separation from service, unless the Employee Director dies following his or her separation from service, in which case, the accelerated Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).Restricted

Committee Discretion. The Committee, in its sole and absolute discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units Shares at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units Shares will be considered as having vested as of the date specified by the Committee. If Notwithstanding anything in the CommitteePlan or this Award Agreement to the contrary, in its discretion, accelerates if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are Shares is accelerated in connection with the EmployeeParticipant’s Termination termination of Continuous Service (other than due to death), the Restricted Stock Units provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Code Section 409A. In addition409A, as determined by the Company or the Committee), other than due to death, and if the Employee (x) Participant is a “specified employee,” within the meaning of Code Section 409A 409A, at the time of such termination of Continuous Service, and (y) the Employee’s separation from service, then any payment of such accelerated Restricted Stock Units otherwise payable Shares will result in the imposition of additional tax under Code Section 409A, if paid to Participant on or within the six (6) month 6)-month period following Participant’s termination of Continuous Service, then the Employee’s separation from service instead payment of such accelerated Restricted Shares will not be paid on made until the date that is six (6) months and one (1) day following the date of the Employeetermination of Participant’s separation from serviceContinuous Service, unless the Employee Participant dies following his or her separation from serviceParticipant’s termination of Continuous Service, in which case, the accelerated Restricted Stock Units unrestricted Shares will be paid issued to the EmployeeParticipant’s estate as soon as practicable following his Participant’s death. It is the intent of this Award Agreement to comply with the requirements of Code Section 409A, so that none of the Restricted Shares provided under this Award Agreement or her death, unrestricted Shares issuable hereunder will be subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. For purposes of this Agreement, “additional tax imposed under Code 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 ambiguities herein will be amended from time interpreted to time (“Section 409A”)so comply.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units Performance Shares at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units Performance Shares will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409APerformance Shares, the payment of such accelerated Restricted Stock Units Performance Shares nevertheless shall be made at the same time or times as if such Restricted Stock Units Performance Shares had vested in accordance with the vesting schedule set forth in on the Notice first page of Grant this Agreement (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Performance Shares in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, ) and if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from servicesuch Termination of Service, then any such accelerated Restricted Stock Units Performance Shares otherwise payable within the six (6) month period following the Employee’s separation from service Termination of Service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from serviceTermination of Service, unless the Employee dies following his or her separation from serviceTermination of Service, in which case, the accelerated Restricted Stock Units Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units Performance Shares shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee Director remains employed by providing services to the Company or by to one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the EmployeeDirector’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the EmployeeDirector’s Termination of Service will not be considered due or payable until the Employee Director has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Director is a “specified employee” within the meaning of Section 409A at the time of the EmployeeDirector’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the EmployeeDirector’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeDirector’s separation from service, unless the Employee Director dies following his or her separation from service, in which case, the accelerated Restricted Stock Units will be paid to the EmployeeDirector’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If Notwithstanding anything in the CommitteePlan or this Award Agreement to the contrary, in its discretion, accelerates if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are is accelerated in connection with the Employee’s Termination Participant's termination of Service (other than due to death), the Restricted Stock Units provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if the Employee (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service and (y) the Employee’s separation from service, then any payment of such accelerated Restricted Stock Units otherwise payable will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant's termination of Service, then the Employee’s separation from service instead payment of such accelerated Restricted Stock Units will not be paid on made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from serviceParticipant's termination of Service, unless the Employee Participant dies following his or her separation from servicetermination of Service, in which case, the accelerated 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 . It is the intent of this Award Agreement to paragraph 9. Thereafter, such comply with the requirements of Section 409A so that none of the Restricted Stock Units shall continue provided under this Award Agreement or Shares issuable thereunder will be subject to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. For purposes of this Agreement, “additional tax imposed under 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 ambiguities herein will be amended from time interpreted to time (“Section 409A”)so comply.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units Performance Shares at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units Performance Shares will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409APerformance Shares, the payment of such accelerated Restricted Stock Units Performance Shares nevertheless shall be made at the same time or times as if such Restricted Stock Units Performance Shares had vested in accordance with the vesting schedule set forth in on the Notice first page of Grant this Agreement (whether or not the Employee remains employed by the Company or by one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Performance Shares in connection with the Employee’s Termination of Service (other than due to death), the Restricted Stock Units Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service, then any such accelerated Restricted Stock Units Performance Shares otherwise payable within the six (6) month period following the Employee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the Employee’s separation from service, unless the Employee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units Performance Shares shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units PSUs will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs and the Restricted Stock Units PSUs are “deferred compensation” within the meaning of Section 409A, the payment of such accelerated Restricted Stock Units PSUs nevertheless shall be made at the same time or times as if such Restricted Stock Units PSUs had vested in accordance with the vesting schedule set forth in the Notice notice of Grant grant (whether or not the Employee Grantee remains employed by the Company or by one of its Subsidiaries as of in Continued Service through such date(s)). The immediately preceding sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to the sentence. Notwithstanding the foregoing, if such Restricted Stock Units PSUs that are “deferred compensation” within the meaning of Section 409A are accelerated in connection with the EmployeeGrantee’s Termination termination of Continued Service (other than due to death), the Restricted Stock Units PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service, then any such accelerated Restricted Stock Units PSUs otherwise payable within the six (6) month period following the EmployeeGrantee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service, unless the Employee Grantee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9Paragraph 8. Thereafter, such Restricted Stock Units PSUs shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. Each payment payable to a U.S. taxpayer 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 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”)time.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units PSUs will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units PSUs and the Restricted Stock Units PSUs are “deferred compensation” within the meaning of Section 409A, the payment of such accelerated Restricted Stock Units PSUs nevertheless shall be made at the same time or times as if such Restricted Stock Units PSUs had vested in accordance with the vesting schedule set forth in the Notice notice of Grant grant (whether or not the Employee Grantee remains employed by the Company or by one of its Subsidiaries as of in Continued Service through such date(s)). The immediately preceding sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to the sentence. Notwithstanding the foregoing, if such Restricted Stock Units PSUs that are “deferred compensation” within the meaning of Section 409A are accelerated in connection with the EmployeeGrantee’s Termination termination of Continued Service (other than due to death), the Restricted Stock Units PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service, then any such accelerated Restricted Stock Units PSUs otherwise payable within the six (6) month period following the EmployeeGrantee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service, unless the Employee Grantee dies following his or her separation from service, in which case, the accelerated Restricted Stock Units PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph Paragraph 9. Thereafter, such Restricted Stock Units PSUs shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. Each payment payable to a U.S. taxpayer 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 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”)time.

Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or 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 vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, 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 Notice of Grant (whether or not the Employee Director remains employed by providing services to the Company or by to one of its Subsidiaries as of such date(s)). Notwithstanding the foregoing, if such Restricted Stock Units are accelerated in connection with the EmployeeDirector’s Termination of Service (other than due to death), the Restricted Stock Units that vest on account of the EmployeeDirector’s Termination of Service will not be considered due or payable until the Employee Director has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Director is a “specified employee” within the meaning of Section 409A at the time of the EmployeeDirector’s separation from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6) month period following the EmployeeDirector’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the EmployeeDirector’s separation from service, unless the Employee Director dies following his or her separation from service, in which case, the accelerated Restricted Stock Units will be paid to the EmployeeDirector’s estate as soon as practicable following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. 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”).in