CONSISTENT WITH SECTION 409A OF THE CODE, THE COMMITTEE MAY
PROVIDE FOR DISTRIBUTIONS WHILE A PARTICIPANT IS STILL AN EMPLOYEE OR OTHERWISE
PROVIDING SERVICES TO THE COMPANY. THE COMMITTEE IS AUTHORIZED TO MAKE DEFERRALS
OF AWARDS AND DETERMINE WHEN, AND IN WHAT ANNUAL PERCENTAGES, PARTICIPANTS MAY
RECEIVE PAYMENTS, INCLUDING LUMP SUM PAYMENTS, FOLLOWING THE PARTICIPANT'S
TERMINATION WITH THE COMPANY, AND IMPLEMENT SUCH OTHER TERMS AND CONDITIONS
CONSISTENT WITH THE PROVISIONS OF THE PLAN AND IN ACCORDANCE WITH APPLICABLE
LAW.
12
28.
COMPLIANCE WITH SECTION 409A.
UNLESS OTHERWISE EXPRESSLY PROVIDED FOR
IN AN AWARD AGREEMENT, THE PLAN AND AWARD AGREEMENTS WILL BE INTERPRETED TO THE
GREATEST EXTENT POSSIBLE IN A MANNER THAT MAKES THE PLAN AND THE AWARDS GRANTED
HEREUNDER EXEMPT FROM SECTION 409A OF THE CODE, AND, TO THE EXTENT NOT SO
EXEMPT, IN COMPLIANCE WITH SECTION 409A OF THE CODE. IF THE COMMITTEE DETERMINES
THAT ANY AWARD GRANTED HEREUNDER IS NOT EXEMPT FROM AND IS THEREFORE SUBJECT TO
SECTION 409A OF THE CODE, THE AWARD AGREEMENT EVIDENCING SUCH AWARD WILL
INCORPORATE THE TERMS AND CONDITIONS NECESSARY TO AVOID THE CONSEQUENCES
SPECIFIED IN SECTION 409A(A)(1) OF THE CODE, AND TO THE EXTENT AN AWARD
AGREEMENT IS SILENT ON TERMS NECESSARY FOR COMPLIANCE, SUCH TERMS ARE HEREBY
INCORPORATED BY REFERENCE INTO THE AWARD AGREEMENT. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS PLAN (AND UNLESS THE AWARD AGREEMENT SPECIFICALLY PROVIDES
OTHERWISE), IF THE SHARES OF COMMON STOCK ARE PUBLICLY TRADED, AND IF A
PARTICIPANT HOLDING AN AWARD THAT CONSTITUTES "DEFERRED COMPENSATION" UNDER
SECTION 409A OF THE CODE IS A "SPECIFIED EMPLOYEE" FOR PURPOSES OF SECTION 409A
OF THE CODE, NO DISTRIBUTION OR PAYMENT OF ANY AMOUNT THAT IS DUE BECAUSE OF A
"SEPARATION FROM SERVICE" (AS DEFINED IN SECTION 409A OF THE CODE WITHOUT REGARD
TO ALTERNATIVE DEFINITIONS THEREUNDER) WILL BE ISSUED OR PAID BEFORE THE DATE
THAT IS SIX (6) MONTHS FOLLOWING THE DATE OF SUCH PARTICIPANT'S "SEPARATION FROM
SERVICE" OR, IF EARLIER, THE DATE OF THE PARTICIPANT'S DEATH, UNLESS SUCH
DISTRIBUTION OR PAYMENT CAN BE MADE IN A MANNER THAT COMPLIES WITH SECTION 409A
OF THE CODE, AND ANY AMOUNTS SO DEFERRED WILL BE PAID IN A LUMP SUM ON THE DAY
AFTER SUCH SIX (6) MONTH PERIOD ELAPSES, WITH THE BALANCE PAID THEREAFTER ON THE
ORIGINAL SCHEDULE.
29.
CLAWBACK/RECOVERY.
ALL AWARDS GRANTED UNDER THE PLAN WILL BE SUBJECT
TO RECOUPMENT IN ACCORDANCE WITH ANY CLAWBACK POLICY THAT THE COMPANY IS
REQUIRED TO ADOPT PURSUANT TO THE LISTING STANDARDS OF ANY NATIONAL SECURITIES
EXCHANGE OR ASSOCIATION ON WHICH THE COMPANY'S SECURITIES ARE LISTED OR AS IS
OTHERWISE REQUIRED BY THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION
ACT OR OTHER APPLICABLE LAW. IN ADDITION, THE COMMITTEE MAY IMPOSE SUCH OTHER
CLAWBACK, RECOVERY OR RECOUPMENT PROVISIONS IN AN AWARD AGREEMENT AS THE
COMMITTEE DETERMINES NECESSARY OR APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, A
REACQUISITION RIGHT IN RESPECT OF PREVIOUSLY ACQUIRED SHARES OF COMMON STOCK OR
OTHER CASH OR PROPERTY UPON THE OCCURRENCE OF CAUSE. NO RECOVERY OF COMPENSATION
UNDER SUCH A