exv10w7






Exhibit 10.7




STARWOOD PROPERTY TRUST, INC.




MANAGER EQUITY PLAN




 









 





STARWOOD PROPERTY TRUST INC.




MANAGER EQUITY PLAN




	 	 	 	 	 
	Section	 	 	 	Page
	 	 	 
	 	 
	1.	 	Purpose; Types of Awards
	 	1
	 	 	 
	 	 
	2.	 	Definitions
	 	1
	 	 	 
	 	 
	3.	 	Administration
	 	3
	 	 	 
	 	 
	4.	 	Eligibility
	 	4
	 	 	 
	 	 
	5.	 	Stock Subject to the Plan
	 	4
	 	 	 
	 	 
	6.	 	Terms of Awards
	 	5
	 	 	 
	 	 
	7.	 	Termination of Management Agreement
	 	9
	 	 	 
	 	 
	8.	 	Change in Control
	 	9
	 	 	 
	 	 
	9.	 	General Provisions
	 	9






 









 






STARWOOD PROPERTY TRUST INC.




MANAGER EQUITY PLAN




     1. Purpose; Types of Awards.



     The purpose of the Starwood Property Trust Inc. Manager Equity Plan (the “Plan”) is to issue
equity-based incentives to SPT Management, LLC, a Delaware limited liability company (the
“Manager”), which may in turn issue incentives to the directors, officers, employees of, or
advisors or consultants to, the Manager or an Affiliate (as defined in Section 2) of the Manager,
in order to increase their efforts on behalf of the Company and to promote the success of the
Company’s business. The Plan provides for the grant of stock options, stock appreciation rights,
restricted stock, restricted stock units and other equity-based awards.



     2. Definitions.



     For purposes of the Plan, the following terms shall be defined as set forth below:



          (a) “Affiliate” means (i) any Person directly or indirectly controlling, controlled by, or
under common control with such other Person, (ii) any executive officer or general partner of such
other Person and (iii) any legal entity for which such Person acts as an executive officer or
general partner.




          (b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit or Other Stock-Based Award granted under the Plan.




          (c) “Award Agreement” means any written agreement, contract or other instrument or document
evidencing an Award.




          (d) “Board” means the Board of Directors of the Company.




          (e) “Change of Control” means a change in ownership or effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company, in any case, within
the meaning of Section 409A of the Code; provided, however, that a transaction or series of
transactions effected with the Manager and/or any Affiliate of the Manager, through the acquisition
of Stock or other Company securities (regardless of the form of such transaction or series of
transactions), changes to the membership of the Board or otherwise, shall not constitute a Change
of Control for purposes of the Plan or any Award.




          (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
rules and regulations promulgated thereunder.




 









 








          (g) “Committee” means the committee established by the Board to administer the Plan, the
composition of which shall at all times consist of “non-employee directors” within the meaning of
Rule 16b-3 under the Exchange Act.




          (h) “Company” means Starwood Property Trust Inc., a Maryland corporation, or any successor
corporation.




          (i) “Effective Date” means [_________], 2009, the date on which the Plan was adopted by the
Board, subject to obtaining the approval of the Company’s stockholders.




          (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
and the rules and regulations promulgated thereunder.




          (k) “Fair Market Value” means, with respect to Stock or other property, the fair market value
of such Stock or other property determined by such methods or procedures as shall be established
from time to time by the Board. Unless otherwise determined by the Board in good faith, the per
share Fair Market Value of Stock as of a particular date shall mean (i) the closing sales price per
share of Stock on the national securities exchange on which the Stock is principally traded, for
the last preceding date on which there was a sale of such Stock on such exchange; (ii) if the
shares of Stock are then traded in an over-the-counter market, the average of the closing bid and
asked prices for the shares of Stock in such over-the-counter market for the last preceding date on
which there was a sale of such Stock in such market; or (iii) if the shares of Stock are not then
listed on a national securities exchange or traded in an over-the-counter market, such value as the
Board, in its sole discretion, shall determine.




          (l) “Management Agreement” means the Management Agreement, dated as of [_________], 2009, by and
between the Company and the Manager, as such may be amended from time to time.




          (m) “Manager” means SPT Management, LLC, a Delaware limited liability company.




          (n) “Option” means a right, granted to the Manager under Section 6(b)(i), to purchase shares
of Stock.




          (o) “Other Stock-Based Award” means a right or other interest granted to the Manager that may
be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or
related to, Stock, including but not limited to unrestricted shares of Stock or dividend equivalent
rights.




          (p) “Person” means any natural person, corporation, partnership, association, limited
liability company, estate, trust, joint venture, any federal, state or municipal government or any
bureau, department or agency thereof or any other legal entity and any fiduciary acting in such
capacity on behalf of the foregoing.




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          (q) “Plan” means this Starwood Property Trust Inc. Manager Equity Plan, as amended from time
to time.




          (r) “Restricted Stock” means an Award of shares of Stock to the Manager under Section
6(b)(iii) that may be subject to certain restrictions and to a risk of forfeiture.




          (s) “Restricted Stock Unit” or “RSU” means a right granted to the Manager under Section
6(b)(iv) to receive Stock, cash or other property at the end of a specified period, which right may
be conditioned on the satisfaction of specified performance or other criteria.




          (t) “Securities Act” means the Securities Act of 1933, as amended from time to time, and the
rules and regulations promulgated thereunder.




          (u) “Stock” means shares of the common stock, par value $0.01 per share, of the Company.




          (v) “Stock Appreciation Right” or “SAR” means the right granted to the Manager under Section
6(b)(ii) to be paid an amount measured by the appreciation in the Fair Market Value of Stock from
the date of grant to the date of exercise of the right.




     3. Administration.



     The Plan shall be administered by the Board. Except with respect to the amendment,
modification, suspension or early termination of the Plan, the Board may appoint a Committee to
administer all or a portion of the Plan. To the extent that the Board so delegates its authority,
references herein to the Board shall be deemed references to the Committee. The Board may delegate
to one or more agents such administrative duties as it may deem advisable, and the Committee or any
other person to whom the Board has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Board or such Committee or person may have
under the Plan. No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Award granted hereunder.



     The Board shall have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the powers and
authorities either specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to: (i) grant Awards;
(ii) determine the type and number of Awards to be granted, the number of shares of Stock to which
an Award may relate and the terms, conditions, restrictions and performance criteria relating to
any Award; (iii) determine whether, to what extent, and under what circumstances an Award may be
settled, cancelled, forfeited, exchanged, or surrendered; (iv) make adjustments in the terms and
conditions of Awards; (vi) construe and interpret the Plan and any Award; (vii) prescribe, amend
and rescind rules and regulations relating to the Plan; (viii) determine the terms



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and provisions of the Award Agreements (which need not be identical for each grant); and (ix)
make all other determinations deemed necessary or advisable for the administration of the Plan.
All decisions, determinations and interpretations of the Board shall be final and binding on all
persons, including but not limited to the Company, any parent or subsidiary of the Company, the
Manager (or any person claiming any rights under the Plan from or through the Manager) and any
stockholder. Notwithstanding any provision of the Plan or any Award Agreement to the contrary,
except as provided in the second paragraph of Section 5, neither the Board nor the Committee may
take any action which would have the effect of reducing the aggregate exercise, base or purchase
price of any Award without obtaining the approval of the Company’s stockholders.



     4. Eligibility.



     Awards under the Plan may be granted only to the Manager. In determining the type of Award to
be granted and the terms and conditions of such Award (including the number of shares to be covered
by such Award), the Board shall take into account such factors as the Board shall deem relevant in
connection with accomplishing the purposes of the Plan.



     5. Stock Subject to the Plan.



     The maximum number of shares of Stock reserved for the grant of Awards under the Plan shall be
equal to 7.5% of the number of shares of Stock that are issued immediately following the Company’s
initial public offering registered on Form S-11 (without giving effect to any exercise by the
underwriters of such offering of their overallotment option), less any shares of common stock
issued or subject to awards granted under the Company’s Equity Plan, subject to adjustment as
provided herein. Stock issued under the Plan may, in whole or in part, be authorized but unissued
shares or shares that shall have been or may be reacquired by the Company in the open market, in
private transactions or otherwise. If any vested Award granted under the Plan is paid or otherwise
settled without the issuance of shares of Stock, or if shares of Stock are surrendered to or
withheld by the Company as payment of either the exercise price of an Award and/or withholding
taxes in respect of an Award, the shares of Stock that were subject to such Award shall not again
be available for Awards under the Plan. If any shares subject to an Award are forfeited,
cancelled, exchanged or surrendered or if an Award terminates or expires without a distribution of
shares to the Manager (other than as provided in the immediately preceding sentence), the shares of
Stock with respect to such Award shall, to the extent of any such forfeiture, cancellation,
exchange, surrender, termination or expiration, again be available for Awards under the Plan. Upon
the exercise of any Award granted in tandem with any other Award, such related Award shall be
cancelled to the extent of the number of shares of Stock as to which the Award is exercised and,
notwithstanding the foregoing, such number of shares shall no longer be available for Awards under
the Plan.



     In the event that the Board shall determine that any dividend or other distribution (whether
in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination,



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repurchase, or share exchange, or other similar corporate transaction or event, affects the
Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the
rights of the Manager under the Plan, then the Board shall make equitable changes or adjustments to
any or all of: (i) the number and kind of shares of Stock or other property (including cash) that
may thereafter be issued in connection with Awards; (ii) the number and kind of shares of Stock or
other property (including cash) issued or issuable in respect of outstanding Awards; (iii) the
exercise price, base price or purchase price relating to any Award and (iv) the performance goals,
if any, applicable to outstanding Awards. In addition, the Board may determine that any such
equitable adjustment may be accomplished by making a payment to the Award holder, in the form of
cash or other property (including but not limited to shares of Stock).



     6. Terms of Awards.



          (a) General. The term of each Award shall be for such period as may be determined by
the Board. Subject to the terms of the Plan and any applicable Award Agreement, payments to be
made by the Company upon the grant, vesting, maturation or exercise of an Award may be made in such
forms as the Board shall determine at the date of grant or thereafter, including, without
limitation, cash, Stock or other property, and may be made in a single payment or transfer, in
installments or on a deferred basis. The Board may make rules relating to installment or deferred
payments with respect to Awards, including the rate of interest to be credited with respect to such
payments. In addition to the foregoing, the Board may impose on any Award or the exercise thereof,
at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Board shall determine.




          (b) Terms of Specified Awards. The Board is authorized to grant the Awards described
in this Section 6(b), under such terms and conditions as deemed by the Board to be consistent with
the purposes of the Plan. Such Awards may be granted with vesting, value and/or and payment
contingent upon attainment of one or more performance goals. Except as otherwise set forth herein
or as may be determined by the Board, each Award granted under the Plan shall be evidenced by an
Award Agreement containing such terms and conditions applicable to such Award as the Board shall
determine at the date of grant or thereafter.





          (i) Options. The Board is authorized to grant Options to the Manager
on the following terms and conditions:




          (A) Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Board, but in no
event shall the per share exercise price of any Option be less than 100%
of the Fair Market Value of a share of Stock on the date of grant of such
Option. The exercise price for Stock subject to an Option may be paid in
cash or by an exchange of Stock previously owned by the Manager, through a
“broker cashless exercise” procedure approved by the Board (to the extent
permitted by law) or a combination of the above, in any case in an



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amount having a combined value equal to such exercise price; provided
that the Board may require that any Stock exchanged by the Manager have
been owned by the Manager for at least six months as of the date of
exercise. An Award Agreement may provide that the Manager may pay all or
a portion of the aggregate exercise price by having shares of Stock with a
Fair Market Value on the date of exercise equal to the aggregate exercise
price withheld by the Company.




          (B) Term and Exercisability of Options. The date on which
the Board adopts a resolution expressly granting an Option shall be
considered the day on which such Option is granted. Options shall be
exercisable over the exercise period (which shall not exceed ten years
from the date of grant), at such times and upon such conditions as the
Board may determine, as reflected in the Award Agreement; provided, that
the Board shall have the authority to accelerate the exercisability of any
outstanding Option at such time and under such circumstances as it, in its
sole discretion, deems appropriate. An Option may be exercised to the
extent of any or all full shares of Stock as to which the Option has
become exercisable, by giving written notice of such exercise to the Board
or its designated agent.




          (C) Other Provisions. Options may be subject to such other
conditions including, but not limited to, restrictions on transferability
of the shares acquired upon exercise of such Options, as the Board may
prescribe in its discretion or as may be required by applicable law.




          (ii) Stock Appreciation Rights. The Board is authorized to grant SARs
to the Manager on the following terms and conditions:




          (A) In General. Unless the Board determines otherwise, an
SAR granted in tandem with an Option may be granted at the time of grant
of the related Option or at any time thereafter. An SAR granted in tandem
with an Option shall be exercisable only to the extent the underlying
Option is exercisable. Payment of an SAR may made in cash, Stock, or
property as specified in the Award or determined by the Board.




          (B) Right Conferred. An SAR shall confer on the Manager a
right to receive an amount with respect to each share subject thereto,
upon exercise thereof, equal to the excess of (1) the Fair Market Value of
one share of Stock on the date of exercise over (2) the base price of the
SAR (which in the case of an SAR granted in tandem with an Option shall be
equal to the exercise price of the underlying Option, and which in the
case of



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any other SAR shall be such price as the Board may determine,
provided it is no less than 100% of the Fair Market Value of a share of
Stock on the date of grant of such SAR).




          (C) Term and Exercisability of SARs. The date on which the
Board adopts a resolution expressly granting an SAR shall be considered
the day on which such SAR is granted. SARs shall be exercisable over the
exercise period (which shall not exceed the lesser of ten years from the
date of grant or, in the case of a tandem SAR, the expiration of its
related Award), at such times and upon such conditions as the Board may
determine, as reflected in the Award Agreement; provided, that the Board
shall have the authority to accelerate the exercisability of any
outstanding SAR at such time and under such circumstances as it, in its
sole discretion, deems appropriate. An SAR may be exercised to the extent
of any or all full shares of Stock as to which the SAR (or, in the case of
a tandem SAR, its related Award) has become exercisable, by giving written
notice of such exercise to the Board or its designated agent. e year
following the year in which such Option became vested.




          (D) Other Provisions. SARs may be subject to such other
conditions including, but not limited to, restrictions on transferability
of the shares acquired upon exercise of such SARs, as the Board may
prescribe in its discretion or as may be required by applicable law.




          (iii) Restricted Stock. The Board is authorized to grant Restricted
Stock to the Manager on the following terms and conditions:




          (A) Issuance and Restrictions. Restricted Stock shall be
subject to such restrictions on transferability and other restrictions, if
any, as the Board may impose at the date of grant or thereafter, which
restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, or otherwise, as the Board may
determine. The Board may place restrictions on Restricted Stock that
shall lapse, in whole or in part, only upon the attainment of one or more
performance goals. Unless otherwise determined by the Board, following a
grant of Restricted Stock, the Manager shall have all of the rights of a
stockholder including, without limitation, the right to vote Restricted
Stock and the right to receive dividends thereon.




          (B) Certificates for Stock. Restricted Stock granted under
the Plan may be evidenced in such manner as the Board shall determine. If
certificates representing Restricted Stock are registered in the name of
the Manager, such certificates shall



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bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Restricted Stock, and the Company shall
retain physical possession of the certificate.




          (C) Dividends/Distributions. Unless otherwise determined by
the Board, dividends and distributions paid on Restricted Stock shall be
paid at the dividend or distribution payment date, provided that such
payments may be deferred to such date as determined by the Board, and in
any event shall be payable in cash or in shares of Stock having a Fair
Market Value equal to the amount of such dividends or distributions.
Unless otherwise determined by the Board, Stock distributed in connection
with a stock split or stock dividend, and other property distributed as a
dividend or distribution, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Stock with respect to
which such Stock or other property has been distributed.




          (iv) Restricted Stock Units. The Board is authorized to grant RSUs to
the Manager, subject to the following terms and conditions:




          (A) Award and Restrictions. Delivery of Stock, cash or other
property, as determined by the Board, will occur upon expiration of the
period specified for RSUs by the Board during which forfeiture conditions
apply, or such later date as the Board shall determine. The Board may
place restrictions on RSUs that shall lapse, in whole or in part, only
upon the attainment of one or more performance goals.




          (B) Dividend/Distribution Equivalents. The Board is
authorized to grant to the Manager the right to receive dividend
equivalent payments and/or distribution equivalent payments for the period
prior to settlement of the RSU. Dividend equivalents or distribution
equivalents may be paid currently or credited to an account for the
Manager, and may be settled in cash or Stock, as determined by the
Committee. Any such settlements, and any such crediting of dividend
equivalents or distribution equivalents or reinvestment in Stock, may be
subject to such conditions, restrictions and contingencies as the
Committee shall establish, including the reinvestment of such credited
amounts in Stock equivalents. Unless otherwise determined by the Board,
any such dividend equivalents or distribution equivalents shall be paid or
credited, as applicable, on the dividend payment date to the Manager as
though each RSU held by such Manager were a share of outstanding Stock.



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          (v) Other Stock-Based Awards. The Board is authorized to grant Awards
to the Manager in the form of Other Stock-Based Awards, as deemed by the Board to
be consistent with the purposes of the Plan. Awards granted pursuant to this
paragraph may be granted with vesting, value and/or payment contingent upon the
attainment of one or more performance goals. The Board shall determine the terms
and conditions of such Awards at the date of grant or thereafter. Without limiting
the generality of this paragraph, Other Stock-Based Awards may include grants of
shares of Stock that are not subject to any restrictions or a substantial risk of
forfeiture.



     7. Termination of Management Agreement. Upon termination of the Management Agreement
either (i) by the Company for “cause” (as defined in the Management Agreement), (ii) by the Manager
for any reason other than for “cause” (as defined in the Management Agreement) or other than due to
an adverse change in the Manager’s compensation thereunder, all unvested Awards then held by the
Manager and all accrued and unpaid dividends or dividend equivalents related thereto shall be
immediately cancelled and forfeited without consideration. Upon termination of the Management
Agreement for any reason other than as enumerated in the immediately preceding sentence, any Award
that was not previously vested will become fully vested and/or payable, and any performance
conditions imposed with respect to the Award will be deemed to be fully achieved; provided,
however, that for any Award subject to Section 409A of the Code, no payment may be made to the
Manager unless the termination of the Management Agreement also constitutes a “separation from
service” within the meaning of Section 409A of the Code.



     8. Change in Control. In the event of a Change in Control, any Award that was not
previously vested will become fully vested and/or payable, and any performance conditions imposed
with respect to the Award will be deemed to be fully achieved; provided, however, that for any
Award subject to Section 409A of the Code, no payment may be made to the Manager unless the
transaction constituting a Change in Control also constitutes, within the meaning of Section 409A
of the Code, a “change in the ownership or effective control” of the Company or a “change in the
ownership of a substantial portion of the assets” of the Company.



     9. General Provisions.



          (a) Nontransferability. Awards granted to the Manager under the Plan shall not be
transferable by Manager and shall be exercisable only by the Manager.




          (b) No Right to Continued Service. Nothing in the Plan or in any Award, any Award
Agreement or other agreement entered into pursuant hereto shall confer upon the Manager the right
to continue to provide services to the Company or any parent or subsidiary of the Company or to be
entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement or other
agreement or to interfere with or


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limit in any way the right of the Company to terminate the Management Agreement in accordance
with its terms.




          (c) Taxes. The Company or any parent or subsidiary of the Company is authorized to
withhold from any Award granted, any payment relating to an Award under the Plan, including from a
distribution of Stock, or any other payment to the Manager, amounts of withholding and other taxes
due in connection with any transaction involving an Award, and to take such other action as the
Board may deem advisable to enable the Company and the Manager to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.




          (d) Effective Date; Amendment and Termination.





          (i) The Plan shall take effect upon the Effective Date, subject to the
approval of the Company’s stockholders.




          (ii) The Board may at any time and from time to time terminate, amend, modify
or suspend the Plan in whole or in part; provided, however, that unless otherwise
determined by the Board, an amendment that requires stockholder approval in order
for the Plan to comply with any law, regulation or stock exchange requirement shall
not be effective unless approved by the requisite vote of stockholders. The Board
may at any time and from time to time amend any outstanding Award in whole or in
part. Notwithstanding the foregoing sentence of this clause (ii), no amendment or
modification to or suspension or termination of the Plan or amendment of any Award
shall affect adversely any of the rights of the Manager, without the Manager’s
consent, under any Award theretofore granted under the Plan.



          (e) Expiration of Plan. Unless earlier terminated by the Board pursuant to the
provisions of the Plan, the Plan shall expire on the tenth anniversary of the Effective Date. No
Awards shall be granted under the Plan after such expiration date. The expiration of the Plan
shall not affect adversely any of the rights of the Manager, without the Manager’s consent, under
any Award theretofore granted.




          (f) No Rights to Awards; No Stockholder Rights. The Manager shall have no claim to be
granted any Award under the Plan. Each Award may be subject to different terms and conditions, as
determined by the Board. Except as provided specifically herein, the Manager shall have no rights
as a stockholder with respect to any shares covered by an Award until the date of the issuance of a
stock certificate to the Manager for such shares.




          (g) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan
for incentive and deferred compensation. With respect to any payments not yet made to the Manager
pursuant to an Award, nothing contained in the Plan or any Award shall give the Manager any rights
that are greater than those of a general creditor of the Company.




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          (h) No Fractional Shares. No fractional shares of Stock shall be issued or delivered
pursuant to the Plan or any Award. The Board shall determine whether cash, other Awards or other
property shall be issued or paid in lieu of such fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.




          (i) Regulations and Other Approvals.





          (i) The obligation of the Company to sell or deliver Stock with respect to any
Award granted under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the
obtaining of all such approvals by governmental agencies as may be deemed necessary
or appropriate by the Board.




          (ii) Each Award is subject to the requirement that, if at any time the Board
determines, in its absolute discretion, that the listing, registration or
qualification of Stock issuable pursuant to the Plan is required by any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the grant of an Award or the issuance of Stock, no such Award
shall be granted or payment made or Stock issued, in whole or in part, unless
listing, registration, qualification, consent or approval has been effected or
obtained free of any conditions not acceptable to the Board.




          (iii) In the event that the disposition of Stock acquired pursuant to the Plan
is not covered by a then-current registration statement under the Securities Act
and is not otherwise exempt from such registration, such Stock shall be restricted
against transfer to the extent required by the Securities Act or regulations
thereunder, and the Board may require the Manager receiving Stock pursuant to the
Plan, as a condition precedent to receipt of such Stock, to represent to the
Company in writing that the Stock acquired by the Manager is acquired for
investment only and not with a view to distribution.




          (iv) The Board may require the Manager, as a condition precedent to receipt of
an Award or of shares of Stock, to enter into a stockholder agreement or “lock-up”
agreement in such form as the Board shall determine is necessary or desirable to
further the Company’s interests.



          (j) Governing Law. The Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of Maryland without giving effect to the conflict of laws
principles thereof.




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          (k) Section 409A. It is intended that the payments and benefits under the Plan comply
with, or as applicable, constitute a short-term deferral or otherwise be exempt from, the
provisions of Section 409A of the Code. The Plan will be administered and interpreted in a manner
consistent with this intent, and any provision that would cause the Plan or any Award to fail to
satisfy Section 409A of the Code will have no force and effect until amended to comply therewith
(which amendment may be retroactive to the extent permitted by Section 409A of the Code).





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