Common use of Exclusion from Section 409A Clause in Contracts

Exclusion from Section 409A. At all times prior to the date that the Committee determines that each Performance Goal has been met (following the last date of the Performance Cycle) or, if applicable under Section 6 or 7(b), the Change in Control Closing Date or the Participant’s Separation from Service, respectively, the benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the short term deferral exclusion, and this Award Agreement shall be interpreted and administered consistent therewith.

Exclusion from Section 409A. At all times prior to the date that the Committee determines that each whether and to what extent the Performance Goal has Goals have been met achieved (following the last date of the Performance Cycle) or, if applicable under Section 6 or 7(bPeriod), the Change in Control Closing Date or the Participant’s Separation from Service, respectively, the benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the short term deferral exclusion, and this Award Agreement shall be interpreted and administered consistent therewith.. Active 36904051.1

Exclusion from Section 409A. At all times prior to the date that the Committee determines that each Performance Goal has been met (following the last date of the Performance Cycle) or, if applicable under Section 6 or 7(b), the Change in Control Closing Date or the date of Participant’s Separation from Servicetermination of Employment, respectively, the benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the short term deferral exclusion, and this Award Agreement shall be interpreted and administered consistent therewith.

Exclusion from Section 409A. At all times prior to the date that the Committee determines that each Performance Goal has been met (following the last date of the Performance Cycle) or, if applicable under Section 6 7 or 7(b8(b), the Change in Control Closing Date or the date of Participant’s Separation from Servicetermination of Employment, respectively, the benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the short term deferral exclusion, and this Award Agreement shall be interpreted and administered consistent therewith.

Exclusion from Section 409A. At all times prior to the date that the Committee determines that each Performance Goal has been met (following the last date of the Performance Cycle) or, if applicable under Section 6 or 7(b), the Change in Control Closing Date or the Participant’s 's Separation from Service, respectively, the benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the short term deferral exclusion, and this Award Agreement shall be interpreted and administered consistent therewith.

Exclusion from Section 409A. At all times prior to the date that the Committee determines that each whether and to what extent the Performance Goal has Goals have been met achieved (following the last date of the Performance Cycle) or, if applicable under Section 6 or 7(bPeriod), the Change in Control Closing Date or the Participant’s Separation from Service, respectively, the benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the short term deferral exclusion, and this Award Agreement shall be interpreted and administered consistent therewith.. Active 36847686.4