Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends To the extent applicable, it is intended that this Agreement comply with the Restricted Shares provisions of Section 409A. This Agreement shall be administered in a manner consistent with this intent, and right any provision that would cause the Agreement to receive Dividends be structured in compliance with, or fail to satisfy an exemption from, Section 409A shall have no force and effect until amended to comply with Section 409A. Notwithstanding any provision of this Agreement to the Code and all regulationscontrary, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of Dividends. In in the event the Restricted Shares any payment or Dividends are benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of extent necessary to comply with Section 409A) that are otherwise required to , such payment or benefit shall not be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his made, provided or her separation from service (other than a payment that is not subject to Section 409A) shall commenced until six months after Executive’s Termination Date. Lump sum payments will be delayed for the first six (6) months following such separation from service (ormade, if earlierwithout interest, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafterfollowing the six-month delay. A termination Any installments otherwise due during the six-month delay will be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the remaining installments will be paid in accordance with the original schedule. For purposes of Service Section 409A, the right to a series of installment payments shall not be deemed treated as a right to have occurred a series of separate payments. Each separate payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements of Section 409A. In any provision event, the Company makes no representations or warranty and will have no liability to Executive or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement providing for the payment of any amounts or benefits that are considered nonqualified determined to constitute deferred compensation under subject to Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within but not to satisfy the meaning conditions of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”409A.

Compliance with Section 409A. If the termination giving rise to the payments described in Section 5.1 is not a “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to that section will instead be deferred without interest and will not be paid until Executive experiences a Separation from Service. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). To the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Internal Revenue Code to payments due to Executive upon or following his Separation from Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments will be deemed a separate payment. The Company intends parties agree that the Restricted Shares this Agreement may be amended, as reasonably requested by either party, and right as may be necessary to receive Dividends be structured in compliance with, or to satisfy an exemption from, fully comply with Section 409A of the Code and all regulations, guidance, compliance programs related rules and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of regulations in order to preserve the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject payments and benefits provided hereunder without additional cost to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from serviceeither party.”

Compliance with Section 409A. The Company intends that provisions of this Agreement are intended to comply in all applicable respects with the Restricted Shares requirements of Section 409A of the Code, and right shall be construed so as to receive Dividends comply with such section. Notwithstanding anything to the contrary herein, if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise payable to or in respect of him pursuant this Agreement, the payment of which is required to be structured delayed pursuant to the provisions of Section 409A of the Code shall be so delayed until the earliest date permitted by Section 409A(a)(2) of the Code. Without limiting the generality of the foregoing, in compliance with, or the event necessary to satisfy an exemption from, comply with the provisions of Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority the guidance issued thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A a) reimbursements to Executive as a result of the Restricted Shares operation of Section 1(a)(iii) or payment of Dividends. In Section 3 hereof shall be made not later than the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 end of the Plan. Notwithstanding any contrary provision calendar year following the year in which the Plan or this Agreement, any payment(sreimbursable expense is incurred and (b) of nonqualified deferred compensation if Executive is a “specified employee” (within the meaning of Section 409A409A(a)(2)(B)(i) that are otherwise required of the Code), any reimbursements to be made under this Agreement to a “specified employee” (as defined under Section 409A) Executive as a result of his the operation of 1(a)(iii) or her separation from service (other than Section 3 with respect to a payment that is not subject to Section 409A) shall be delayed for reimbursable event within the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and Employment Termination shall instead be paid on the date that immediately follows the end of such six (6) month period or made as soon as administratively practicable thereafterfollowing the date which is six months and one day following the date of Employment Termination (subject to clause (a) of this sentence). A termination The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending the agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be deemed required to have occurred for purposes of assume any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless increased economic burden in connection with such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from serviceamendment.”

Compliance with Section 409A. The Company intends It is intended, and this Agreement shall be construed, so that the Restricted Shares and right all compensation payable to receive Dividends you under this Agreement shall be structured in compliance with, or to satisfy an exemption from, Section exempt from section 409A of the Internal Revenue Code and all regulationsof 1986, guidance, compliance programs and other interpretative authority thereunder as amended (the “Section 409ACode”). However, such to the extent that there are no adverse tax consequences, interest, or penalties any compensation payable under Section 409A as a result of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified Agreement constitutes deferred compensation (within the meaning of Section 409ACode section 409A and the Department of Treasury regulations and other guidance thereunder, (i) that are otherwise required to be made under any provisions of this Agreement to a “specified employee” (as defined under Section 409A) as a result that provide for payment of his or her such compensation that is triggered by your separation from service (other than a shall be deemed to provide for payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a triggered only by your “separation from service” within the meaning of Treasury Regulation Section 409A §1.409A-1(h), and the payment thereof prior to (ii) if you are a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of your separation from service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such separation from service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by your separation from service shall be paid to you six months following the date of such separation from service (provided, however, that if you die after the date of your separation from service” would violate Section 409A. For purposes , this six month delay shall not apply). You acknowledge and agree that the Company has made no representation regarding the tax treatment of any such provision of payment under this Agreement relating and, notwithstanding anything else in this Agreement, that you are solely responsible for all taxes due with respect to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from servicepayment under this Agreement.”

Compliance with Section 409A. The Company General Partner intends that the Restricted Shares Units and right to receive Dividends UDRs be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares award, vesting or payment of Dividendsthe Restricted Units or UDRs. Accordingly, in the event of any ambiguity, the Agreement shall be construed and administered in accordance with such intent. In addition, in the event the Restricted Shares Units or Dividends UDRs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable within 60 days thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends PSUs be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsPSUs. In the event the Restricted Shares or Dividends PSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares Performance RSUs and right to receive Dividends dividend equivalents be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares Performance RSUs or payment of Dividends. In the event the Restricted Shares Performance RSUs or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Award Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the award, vesting or payment of the Restricted Shares or payment of Dividends. Accordingly, in the event of any ambiguity, the Agreement shall be construed and administered in accordance with such intent. In addition, in the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If when the Restricted Shares Executive's employment terminates the Executive is a specified employee, as defined in Section 409A, and right if any payments under this Agreement will result in additional tax or interest to receive Dividends the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be structured in compliance withentitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (y) the date of the Executive's death, or (z) any earlier date that does not result in additional tax or interest to satisfy an exemption from, the Executive under Section 409A 409A. As promptly as possible after the end of the Code and all regulationsperiod during which payments are delayed under this provision, guidance, compliance programs and other interpretative authority thereunder (“the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of Section 409A”), such the provision shall nevertheless be applied in a manner that there are no adverse is consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax consequencesor interest under Section 409A, Company shall reform the provision. However, Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, or penalties under Section 409A and Company shall not be required to incur any additional compensation expense as a result of the Restricted Shares or payment of Dividendsreformed provision. In the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, References in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result 409A include rules, regulations, and guidance of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for general application issued by the first six (6) months following such separation from service (or, if earlier, the date of death Department of the specified employee) and shall instead be paid Treasury under Internal Revenue Code Section 409A. [Signatures appear on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from servicepage.”]

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends PSUs be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsPSUs. In the event the Restricted Shares or Dividends PSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right This Agreement is intended to receive Dividends be structured in compliance with, or to satisfy an exemption from, comply with Section 409A of the Code and all regulations, (as amplified by any IRS or U.S. Treasury Department guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), and shall be construed and interpreted in accordance with such intent. You acknowledge that there are no adverse tax consequencesthe Company, interestin the exercise of its sole discretion and without your consent, (i) may amend or penalties under modify this Agreement in any manner in order to meet the requirements of Section 409A as a result of the Restricted Shares Code as amplified by any IRS or U.S. Treasury Department guidance and (ii) shall have the authority to delay the payment of Dividends. In any amounts or the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 provision of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made benefits under this Agreement to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees” of certain publicly-traded companies) as amplified by any IRS or U.S. Treasury Department guidance as the Company deems appropriate or advisable. In such event, if, upon your separation from service, you are then a “specified employee” (as defined in Section 409A of the Code), then only to the extent necessary to comply with Code Section 409A and avoid imposition of taxes under Code Section 409A) as a result , the Company will defer payment of his certain of the amounts owed to you under this Agreement until the earlier of your death or her the first business day of the seventh month following your separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafterservice. A termination of Service shall not be deemed to have occurred for purposes of any Any provision of the this Agreement providing for that would cause the payment of any amounts or benefits that are considered nonqualified deferred compensation under benefit to fail to satisfy Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Code or any regulations or rulings thereunder). Notwithstanding anything to the contrary, no actions taken pursuant to this section shall reduce the total amount of payments and the payment thereof prior benefits owed to a “separation from service” would violate Section 409A. For purposes of any such provision of you and to be paid to you under this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from serviceAgreement.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends Award be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares granting, vesting or payment of Dividendsthe Award. In the event the Restricted Shares or Dividends are Award is subject to Section 409A, the Committee Company may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) payment of nonqualified deferred compensation (within the meaning of Section 409A) that are is otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafterperiod. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends PSUs be structured in compliance with, or to satisfy an exemption exception from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsPSUs. In the event the Restricted Shares or Dividends PSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 12.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service Service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service Service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Performance Shares and right to receive Dividends dividend equivalents be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Performance Shares or payment of Dividends. In the event the Restricted Performance Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares RSUs and right to receive Dividends dividend equivalents be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares RSUs or payment of Dividendsdividend equivalents. In the event the Restricted Shares RSUs or Dividends dividend equivalents are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends RSUs be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsRSUs. In the event the Restricted Shares or Dividends RSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 12.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Unless otherwise expressly provided, any payment of compensation by Company intends that to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the Restricted Shares and fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to receive Dividends be structured in compliance withsuch payment vests (i.e., or is not subject to satisfy an exemption from, a “substantial risk of forfeiture” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended and all regulations, guidance, compliance programs and other interpretative authority the Treasury regulations issued thereunder (collectively, “Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result . For purposes of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A. Each payment and each installment of any payment(s) severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation compensation” (within the meaning of Section 409A) that such payments are otherwise required intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither Party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be made under this Agreement to a “specified employee” (as defined paid under Section 409A) as , including a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or delay of termination payments made to specified employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as soon permitted under Section 409A. Any Section 409A payments which are subject to execution of a Release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as administratively practicable thereafter. A termination of Service employment) occurs shall commence payment only in such following calendar year as necessary to comply with Section 409A. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be deemed subject to have occurred liquidation or exchange for purposes of any provision another benefit. It is the intent of the Agreement providing for Company that the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision provisions of this Agreement relating and all other plans and programs sponsored by the Company be interpreted to comply in all respects with Section 409A, however, the Company shall have no liability to Executive, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any such payments payment or benefitsbenefit received by Executive or any successor or beneficiary thereof, references nor for reporting in good faith any payment of benefit as subject to a “termination,” “termination of Service” or like terms shall mean “separation from service.”Section 409A.

Compliance with Section 409A. {M1092765.4 } Subject to this Section 6.11, any severance payments that may be due under this Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the termination of the Executive’s employment. The Company intends following rules shall apply with respect to distribution of the severance payments, if any, to be provided to the Executive under this Agreement, as applicable: It is intended that each installment of the Restricted Shares and right to receive Dividends severance payments under this Agreement shall be structured in compliance with, or to satisfy an exemption from, treated as a separate “payment” for purposes of Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. If, such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment date of Dividends. In the event Executive’s “separation from service” from the Restricted Shares or Dividends are subject to Section 409ACompany, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation Executive is not a “specified employee” (within the meaning of Section 409A) that are otherwise required to ), then each installment of the severance payments shall be made under on the dates and terms set forth in this Agreement to Agreement. If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A”), then, except as defined otherwise permitted under Section 409A) as a result of his or her , any payments that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service (other than a payment service” from the Company shall not be paid until the date that is not subject to Section 409A) shall be delayed for the first six (6) months following and one day after such separation from service (or, if earlier, the date of death of Executive’s death), with any such installments that are required to be delayed being accumulated during the specified employee) six-month period and shall instead be paid in a lump sum on the date that immediately follows is six months and one day following the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “Executive’s separation from service” within service and any subsequent installments, if any, being paid in accordance with the meaning of Section 409A date and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from serviceset forth herein.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends DSUs be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsDSUs. In the event the Restricted Shares or Dividends DSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Award Agreement, any payment(s) of “nonqualified deferred compensation compensation” (within the meaning of Section 409A) that are otherwise required to be made under this Award Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her “separation from service service” (as defined below) (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such “separation from service (or, if earlier, the date of death of the specified employee) service” and shall instead be paid on the date that immediately follows the end of such six (6) month period (or, if earlier, within 10 business days following the date of death of the specified employee) or as soon as administratively practicable within 60 days thereafter, but in no event later than the end of the applicable taxable year. A termination of Continuous Service shall not be deemed to have occurred for purposes of any provision of the Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Continuous Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of Continuous Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends PSUs be structured in compliance with, or to satisfy an exemption exception from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsPSUs. In the event the Restricted Shares or Dividends PSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service Service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service Service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends This Agreement is intended to be interpreted and applied so that the Restricted Shares and right to receive Dividends payment of the benefits set forth herein shall be structured in compliance exempt from, or comply with, or to satisfy an exemption from, the requirements of Internal Revenue Code Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”). In that regard, such that there are no adverse tax consequences, interest, or penalties under Section 409A (a) each installment in any series of installment payments pursuant to this Agreement shall be treated as a result separate payment for purposes of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, ; (b) the Committee may, in its sole discretion, parties will take all steps necessary to ensure that your termination of employment under the actions circumstances described in Section 11.1 1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also constitutes a “separation from service” within the meaning of Section 409A 409A; and (c) if you are a "specified employee," as determined by Key in accordance with Section 409A, then to the payment thereof prior extent required in order to comply with Section 409A, any payments or benefits paid or provided under this Agreement that constitute a “"deferral of compensation" within the meaning of Section 409A, that are provided as a result of your separation from service” service and that would violate Section 409A. For purposes otherwise be paid or provided during the first six months following your separation from service shall be accumulated through and paid or provided within 30 days after the first business day following the six month anniversary of your separation from service (or, if you should die during such six-month period, within 30 days after your death). Notwithstanding any such provision of the foregoing to the contrary, Key and its respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement relating as written comply with, or are exempt from, the provisions of Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to any such comply with, or be exempt from, the provisions of Section 409A. You acknowledge and agree that you are not entitled to these payments or benefits, references to a “termination,” “termination absent your execution of Service” or like terms shall mean “separation from servicethis Agreement.”

Compliance with Section 409A. The To the extent applicable, you and the Company intends intend that the Restricted Shares terms and right to receive Dividends be structured in compliance with, or to satisfy condition of your employment set forth herein shall meet an exemption from, from or comply with Section 409A 409A. If and to the extent the Company shall determine that such terms and conditions may result in the failure of amounts payable as provided herein to comply with the requirements of Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, the Committee mayCompany shall take such unilateral action as it deems necessary or advisable, in its sole discretionincluding without limitation, take the actions described in Section 11.1 (i) any amendment or modification of the Planterms and conditions of your employment to conform them to the requirements of Code Section 409A (including, without limitation, any amendment or modification of the terms applicable to the timing or form of any payments), (ii) pay to you immediately or in a lump sum any amount otherwise payable to you, provided such payment does not violate Code Section 409A, and/or (iii) delay payment of any amounts until such amounts would otherwise not violate Code Section 409A. Any such amendment or modification made under the immediately preceding sentence may adversely affect your rights without your consent. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to the contrary, in the event you are a “specified employee” (as defined under in Section 409A), payments otherwise payable to you within the six (6) months following a “separation from service” (as defined in Section 409A) as cannot commence until the earlier of (a) the lapse of six (6) months after a result of his or her “separation from service service” or (other than a payment that is not subject to Section 409Ab) shall be delayed for the date of your death. Furthermore, the first six (6) months following of any such separation from service payments of deferred compensation that are delayed due to your status as a specified employee (or, if earlier, any) shall be paid at the date of death beginning of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) seventh month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “your separation from service” within . All remaining payments shall be made as would ordinarily have been made under the meaning terms and conditions of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from serviceyour employment set forth herein.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends Option be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsOption. In the event the Restricted Shares or Dividends are Option is subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 10.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Award Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period (or, if earlier, the date of death of the specified employee) or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the this Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”” * * *

Compliance with Section 409A. The Company General Partner intends that the Restricted Shares Phantom Units and right to receive Dividends DERs be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares award, vesting or payment of Dividendsthe Phantom Units or DERs. Accordingly, in the event of any ambiguity, the Agreement shall be construed and administered in accordance with such intent. In addition, in the event the Restricted Shares Phantom Units or Dividends DERs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable within 60 days thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

Compliance with Section 409A. The Company intends To the extent applicable, it is intended that the Restricted Shares Plan and right to receive Dividends be structured in compliance with, or to satisfy an exemption from, the Agreement comply with the requirements of Section 409A of the Internal Revenue Code and all regulationsof 1986, guidance, compliance programs and other interpretative authority thereunder as amended (the “Section 409ACode”), such that there are no adverse tax consequences, interestif applicable, or an exception thereto, and any related regulations or other guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service. Accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to comply therewith. In no event shall the Grantee, directly or indirectly, designate the calendar year of distribution. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A as a result of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, Grantee shall not be considered to have terminated employment with the Committee may, in its sole discretion, take Company for purposes of this Agreement until Grantee would be considered to have incurred a “separation from service” from the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (Company within the meaning of Section 409A) that are otherwise required 409A. For purposes of this Agreement, each amount to be made under this Agreement paid or benefit to be provided shall be construed as a “specified employee” (as defined separate identified payment for purposes of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A) as a result of his or her , amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Grantee’s separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the first business day after the date that immediately follows is six months following Grantee’s separation from service {N0284528 6 } 11 (or death, if earlier). This Agreement may be amended without the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision consent of the Agreement providing for Grantee in any respect deemed in good-faith by the payment of any amounts Board or benefits that are considered nonqualified deferred compensation under the Committee to be necessary in order to preserve compliance with Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from serviceCode.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right This Agreement is intended to receive Dividends be structured in compliance comply with, or to satisfy an exemption from, otherwise be exempt from Section 409A of the Code and all regulations, guidance, compliance programs the rules and other interpretative authority regulations promulgated thereunder (collectively, “Section 409A”). However, such that there are the Company has not made and is making no adverse representation to you relating to the tax consequences, interest, or penalties treatment of any payment pursuant to this Agreement under Section 409A as a result and the corresponding provisions of the Restricted Shares or payment of Dividends. In the event the Restricted Shares or Dividends are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Planany applicable State income tax laws. Notwithstanding any anything to the contrary provision in the Plan or this Agreement, any payment(s) payments or benefits due hereunder upon a termination of nonqualified deferred compensation (employment which are a “deferral of compensation” within the meaning of Section 409A) that 409A shall only be payable or provided to you upon a “separation from service” as defined for purposes of Section 409A. In addition, if you are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject determined pursuant to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, 409A as of the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment thereof prior to a “or entitlement which is otherwise payable during the first d six months following your separation from service” would violate Section 409A. For service shall be paid or provided to you in a lump sum on the earlier of (i) the first business day of the d seventh calendar month immediately following the effective date of your separation from service or (ii) the date of your death. To the extent required to satisfy the provisions of the foregoing sentence with respect to any benefit to be provided in-kind, the Company shall bill you, and you shall promptly pay, the value for tax purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms benefit and the Company shall mean “separation from servicetherefore promptly refund the amount so paid by you as soon as allowed by the foregoing sentence.”

Compliance with Section 409A. The Company intends that the Restricted Shares and right to receive Dividends Option be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the Restricted Shares or payment of DividendsOption. In the event the Restricted Shares or Dividends are Option is subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 11 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period (or, if earlier, the date of death of the specified employee) or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”