15. Section 409A. This Agreement is intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and all provisions of this Agreement shall be applied and interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the contrary, in the event the Award is subject to Code Section 409A, the Committee may, in its sole discretion and without the Grantee’s prior consent, amend this Agreement or take any other actions as deemed appropriate by the Committee to (i) exempt this Agreement from the application of Code Section 409A, (ii) preserve the intended tax treatment of the Award or (iii) comply with the requirements of Code Section 409A. In the event that the Grantee is a "specified employee" within the meaning of Code Section 409A, and a payment or benefit provided for under this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Grantee’s separation from service (within the meaning of Code Section 409A), then such payment or benefit shall not be paid (or commence) during the six (6) month period immediately following the Grantee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (6) month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Grantee in a lump-sum cash payment, without interest, on the earlier of (a) the first business day of the seventh month following the Grantee's separation from service or (b) the tenth business day following the Grantee’s death. Notwithstanding the foregoing, none of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by the Grantee as a result of the application of Code Section 409A.