to Earned Restricted Stock Units vesting on the third
anniversary of the Grant Date, the time of payment in Section 8(a) hereof is
within the short-term deferral period described in Section 1.409A-1(b)(4) of the
Treasury Regulations and (c) the time of payment in Section 8(b) hereof is
within the 90-day period described in Section 1.409A-3(b) of the Treasury
Regulations after a permissible payment event described in
Section 1.409A-3(a)(1), Section 1.409A-3(a)(2), Section 1.409A-3(a)(3) or
Section 1.409A-3(a)(5) of the Treasury Regulations, as applicable.
If the Grantee is identified by the Company as a "specified employee"
within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date on which
the Grantee has a "separation from service" (other than due to death) within the
meaning of Section 1.409A-1(h) of the Treasury Regulations, notwithstanding the
provisions of Section 8 hereof, any transfer of shares payable on account of a
separation from service that are deferred compensation shall take place on the
earlier of (i) the first business day following the expiration of six months
from the
Grantee's separation from service, (ii) the date of the Grantee's death, or
(iii) such earlier date as complies with the requirements of Section 409A of the
Code.