Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and
the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)s exception to the deduction limit for performance-based compensation, no assurance can be given that
compensation intended to satisfy the requirements for exception from the Section 162(m) deduction limit will, in fact, satisfy the exception. The Committee reserves the right to grant or pay compensation that is not deductible as a result of
Section 162(m), as well as the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the our Companys business needs.