Common use of 409A Compliance Clause in Contracts

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this LTIP Award Agreement comply with or be exempt from Section 409A andof the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and Piedmont shall have complete discretion to interpret and construe this LTIP Award Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, accordinglysuch as imprecision in drafting, any provision of this LTIP Award Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to the maximum extent permitted, this Agreement its exemption from (or compliance with) Code Section 409A and shall be interpreted to be by Piedmont in compliance therewitha manner consistent with such intent, as determined in the discretion of Piedmont. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this LTIP Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this LTIP Award Agreement, references to a “termination,” “termination of employment” or like terms shall mean “such a separation from service.” (c” The determination of whether and when a separation from service has occurred for proposes of this LTIP Award Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) To of the Treasury Regulations. Any provision of this LTIP Award Agreement to the contrary notwithstanding, if at the time of the your separation from service, Piedmont determines that you are a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment that reimbursements or other in-kind benefits you are entitled to under this LTIP Award Agreement constitute “on account of your separation from service would be considered nonqualified deferred compensation” for purposes of compensation under Code Section 409A: , such payment shall be paid at the date which is the earlier of (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last six (6) months and one day of the taxable year following the taxable year in which such expenses were incurred by the Executive; after your separation from service and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6 shall be paid to you in a lump-sum. Piedmont makes no representation or warranty and shall have no liability to you or any such right other person if any provisions of this LTIP Award Agreement are determined to reimbursement or in-kind benefits shall not be constitute deferred compensation subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, but do not satisfy an exemption from, or the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contraryconditions of, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this This Agreement shall be interpreted to and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in compliance therewitha manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). In no event shall Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or its subsidiaries or affiliates advisers shall be held liable for any additional taxtaxes, interest interest, penalties or penalty that may be imposed on other monetary amounts owed by Executive under as a result of the application of Section 409A or damages for failing to comply with Section 409A.of the Code. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year Notwithstanding anything in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable hereunder by reason of Termination of Executive’s Employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in no Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made on the date, if any, on which an event shall occurs that constitutes a Section 409A-compliant “separation from service,” or such later date as may be required by Section (c) below. (c) Notwithstanding anything in this Agreement to the contrary, if any payment amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement that constitutes “nonqualified deferred compensation” for purposes by reason of Section 409A be Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to offset any permissible acceleration of payment by the Company under Treas. Reg. 1.409A-3(j)(4)(ii) (domestic relations order), j(4)(iii) (conflicts of interest) or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh (7th) month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of (a) a date no later than thirty (30) days after Executive’s death or (b) the first day of the seventh (7th) month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive on such date and the normal payment or distribution schedule for any other amount unless otherwise permitted by Section 409A.remaining payments or distributions will resume.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties is that payments payment and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or comply with an exemption from the application of Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. b) Neither the Executive, the Company, nor the Bank shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (bc) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no occur under Section 409A unless such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, Executive has completely severed the Executive’s right relationship with the Company and Bank or the Executive has permanently decreased Executive’s services to receive any installment payments pursuant to this Agreement twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall be treated as only trigger a right to receive termination of employment that constitutes a series of separate and distinct payments.separation from service at the time required under Section 409A. (ed) Notwithstanding any other provision of this Agreement Agreement, the Executive shall be solely liable, and neither the Company nor the Bank shall be liable in any way to the contrary, in no event shall Executive if any payment under or benefit which is to be provided pursuant to this Agreement that constitutes “nonqualified and which is considered deferred compensation” for purposes compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the requirements of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall Notwithstanding anything in this Agreement to the Company contrary, any compensation or its subsidiaries or affiliates be liable for any additional tax, interest or penalty benefits payable under this Agreement that may be imposed on Executive is designated under Section 409A or damages for failing to comply with Section 409A. (b) A this Agreement as payable upon Employee’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits payable only upon or following a termination of employment unless such termination is also a Employee’s “separation from service” with the Company within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to (a “termination,” “termination of employment” or like terms shall mean “separation Separation from service.Service” (c) To the extent that reimbursements or other in-kind benefits under ). Notwithstanding anything in this Agreement constitute to the contrary, if Employee is deemed by the Company at the time of Employee’s Separation from Service to be a “nonqualified deferred compensationspecified employee” for purposes of Section 409A: , to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Section 409A period, all such expenses or other reimbursements hereunder payments deferred pursuant to the preceding sentence shall be made on paid in a lump sum to Employee (or prior Employee’s estate or beneficiaries), and any remaining payments due to Employee under this Agreement shall be paid as otherwise provided herein. To the last day extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of the taxable year following the taxable year in which such the expense was incurred. Provided that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses were incurred by reimbursed in one year shall not affect the Executive; (iiamount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) any such of the Code, and Employee’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive. Employee’s right to receive any installment payments pursuant to under this Agreement Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.as

409A Compliance. (ai) The intent Employers and Executive intend that this Agreement be drafted and administered in compliance with Section 409A of the parties is that Code, including, but not limited to, any future amendments thereto, and any other IRS or other governmental rulings or interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject Executive to payment of interest or any additional tax under Section 409A. The Employers and Executive intend for any payments and benefits under this Agreement comply with to satisfy either the requirements of Section 409A andor to be exempt from the application of Section 409A, and the Employers and Executive shall construe and interpret this Agreement accordingly. In furtherance of such intent, if payment or provision of any amount or benefit under this Agreement that is subject to Section 409A at the time specified in this Agreement would subject such amount or benefit to any additional tax under Section 409A, the Employers shall postpone payment or provision of such amount or benefit to the earliest commencement date on which the Employers can make such payment or provision of such amount or benefit without incurring such additional tax. In addition, to the maximum extent permittedthat any IRS guidance issued under Section 409A would result in Executive being subject to the payment of interest or any additional tax under Section 409A, the Employers and Executive agree, to the extent reasonably possible, to amend this Agreement shall be interpreted in order to be in compliance therewith. In no event shall avoid the Company or its subsidiaries or affiliates be liable for imposition of any additional tax, such interest or penalty that may additional tax under Section 409A. Any such amendment shall have the minimum economic effect necessary and be imposed on Executive determined reasonably and in good faith by the Employers and Executive. (j) If a payment under this Agreement does not qualify as a short-term deferral under Section 409A or damages for failing any similar or successor provisions, and Executive is a Specified Employee as of Executive’s Termination Date, the Employers may not make such distributions to comply with Executive before a date that is six months after the date of Executive’s Termination Date or, if earlier, the date of Executive’s death (the “Six-Month Delay”). The Employers shall accumulate payments to which Executive would otherwise be entitled during the first six months following the Termination Date (the “Six-Month Delay Period”) and make such payments on the first day of the seventh month following Executive’s Termination Date. Notwithstanding the Six-Month Delay set forth in this Section 409A.21(b): (bi) A termination To the maximum extent Section 409A or any similar or successor provisions permit, during each month of employment shall not the Six-Month Delay Period, the Employers will pay Executive an amount equal to the lesser of (A) the total monthly Severance Benefits or (B) one-sixth of the lesser of (1) the maximum amount that Section 401(a)(17) permits to be deemed to have occurred for purposes of any provision of this Agreement providing taken into account under a qualified plan for the payment year in which Executive’s Termination Date occurs and (2) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Employers for the taxable year of Executive preceding the taxable year of Executive in which Executive’s Termination Date occurs, adjusted for any amounts increase during that year that the parties expected to continue indefinitely if Executive’s Termination Date has not occurred; and (ii) To the maximum extent Section 409A, or benefits upon any similar or successor provisions, permits within ten days following a termination of employment unless such termination is also a “separation from service” within Executive’s Termination Date, the meaning of Employers shall pay Executive an amount equal to the applicable dollar amount under Section 409A and, 402(g)(1)(B) for the year in which Executive’s Termination Date occurred. (iii) For purposes of any such provision of this Agreement, references to a “termination,Specified Employee” has the meaning given that term in Section 409A or any similar or successor provisions. The Employers’ “termination specified employee identification date” as described in Section 409A will be December 31 of employmenteach year, and the Employers’ “specified employee effective date” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes as described in Section 409A will be February 1 of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable each succeeding year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (ai) The intent of the parties is that payments and benefits provided under this Agreement are designed to comply with one or more of the exceptions to Section 409A. To the extent that such payments do not comply with one or more of the exceptions to Section 409A, the Bank may, in its sole and absolute discretion, reduce or delay payments hereunder or make other such modifications with respect to the pay and benefits hereunder as it reasonably deems necessary to comply with one or more of the exceptions to Section 409A. Notwithstanding the terms of this Agreement, if the Executive is a “specified employee” under Section 409A, only amounts exempt from Section 409A andas a “short term deferral” or under the “separation pay” exception, accordinglyas both terms are defined under the regulations under Section 409A, will be paid within the time specified in Section 3.08. Any amounts payable to a “specified employee” and not eligible for an exemption from Section 409A as a short-term deferral or separation pay will be paid not earlier than six months after the maximum extent permittedExecutive’s Separation from Service. Any amount delayed in accordance with the previous sentence will be paid in a lump sum in the seventh month following a separation from service or, if earlier, upon the Executive’s death. (ii) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be interpreted to provided by the Bank or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in compliance therewith. In no event shall the Company or its subsidiaries or affiliates any reimbursement be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to paid after the last day of the taxable year following the taxable year in which such the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses were incurred by in one taxable year shall not affect the Executive; (ii) in-kind benefits to be provided or the expenses eligible for reimbursement in any such other taxable year. Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; and . (iii) no such reimbursement, expenses eligible for reimbursement, To the extent that any payment or inbenefit described in this Agreement constitutes non-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of qualified deferred compensation under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s right to receive any installment termination of employment, then such payments pursuant to this Agreement or benefits shall be treated as payable only upon the Executive’s separation from service. The determination of whether and when a right to receive a series of separate and distinct paymentsseparation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent This Agreement is intended not to result in the imposition of any tax, interest charge or other assessment, penalty or addition under Section 409A of the parties is that payments Internal Revenue Code (“Section 409A”). All terms and benefits under conditions of this Agreement comply with Section 409A andare intended, accordingly, to the maximum extent permitted, this Agreement and shall be interpreted and applied to be the greatest extent possible in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that such manner as may be imposed on Executive under Section 409A or damages for failing necessary, to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of exclude any provision of compensation and benefits provided by this Agreement providing for from the payment definition of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicedeferred compensation” within the meaning of Section 409A andor to comply with the provisions of Section 409A and any rules, for regulations or other regulatory guidance issued under Section 409A. For purposes of determining the timing of any such provision payment under Article IV, “Date of this Agreement, references to a “termination,Termination” “termination of employment” or like terms shall mean the date on which the Executive incurs a “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” as such term is defined for purposes of Section 409A. Each payment schedule set forth in this Agreement is intended to be exempt from or to comply with the requirements of Section 409A and shall be interpreted consistently therewith. Each payment in any series of payments that may be provided under this Agreement shall be considered a separate payment for purposes of Section 409A. In order to comply with Section 409A: , (i) all such expenses in no event shall any expense reimbursement payments under Section 3.6(e) or other reimbursements hereunder shall otherwise be made on or prior to later than the last day end of the taxable calendar year next following the taxable calendar year in which such expenses were incurred by incurred, and the Executive; Executive shall be required to have submitted substantiation for such expenses at least ten (10) days before the last date for payment, (ii) the amount of such expenses to be paid in any such right to reimbursement or in-kind benefits given calendar year shall not affect the expenses to be subject to liquidation or exchange for another benefit; paid in any other calendar year, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive payment of such expenses may not be liquidated or exchanged for any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) other benefit. Notwithstanding any other provision in this Agreement, solely to the extent that a delay in payment is required in order to avoid the imposition of any tax under Section 409A, if a payment obligation under this Agreement to arises on account of the contraryExecutive’s “separation from service” (within the meaning of Section 409A of the Code) while the Executive is a “specified employee” (as determined for purposes of Section 409A(a)(2)(B) of the Code), in no event shall then payment of any payment amount or benefit provided under this Agreement that constitutes “nonqualified is considered to be non-qualified deferred compensation” compensation for purposes of Section 409A of the Code and that is scheduled to be subject to offset by any other amount unless otherwise permitted by Section 409A.paid within six (6) months after such separation from service shall be paid without interest on the first business day after the date that is six (6) months following the Executive’s separation from service.

409A Compliance. (a) The intent of the parties It is intended that payments and benefits under this Agreement comply with Section 409A andof the Code and the Treasury Regulations and IRS guidance thereunder (collectively referred to as “Section 409A”). Notwithstanding anything to the contrary, accordinglythis Agreement shall, to the maximum extent permittedpossible, this Agreement shall be administered, interpreted to be and construed in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply a manner consistent with Section 409A. (b) A termination of employment shall not be deemed to have occurred 409A. To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the Term or thereafter provides for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicedeferral of compensation” within the meaning of Section 409A andof the Code, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all the amount of the benefit provided thereunder in a taxable year of the Executive shall not affect the amount of such expenses benefit provided in any other taxable year of the Executive (except that a plan providing medical or other reimbursements hereunder health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) any portion of such benefit provided in the form of a reimbursement shall be made paid to the Executive on or prior to before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense was incurred, and (iii) such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. benefit. For all purposes under this Agreement, reference to the Executive’s “termination of employment” (dand corollary terms) For purposes from the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) from the Company to the extent necessary to comply with and avoid imposition on the Executive of any tax penalty imposed under, Section 409A. If the Executive is a “specified employee” within the meaning of Section 409A, any payment required to be made to the Executive hereunder upon or following the Executive’s right to receive date of termination for any installment payments pursuant to this Agreement shall be treated reason other than death or “disability” (as a right to receive a series such terms are used in Section 409A(a)(2) of separate and distinct payments. (ethe Code) Notwithstanding any other provision of this Agreement shall, to the contraryextent necessary to comply with and avoid imposition on the Executive of any tax penalty imposed under, Section 409A, be delayed and paid in no event shall any payment a single lump sum during the ten (10) day period following the six (6) month anniversary of the date of termination. Any severance payments or benefits under this Agreement that constitutes “nonqualified would be considered deferred compensation” for purposes of compensation under Section 409A will be subject to offset paid on, or, in the case of installments, will not commence until, the sixty-second (62nd) day following separation from service, or, if later, such time as is required by any other amount unless otherwise permitted the preceding sentence or by Section 409A.409A. Any installment payments that would have been made to the Executive during the sixty-two (62)-day period immediately following the Executive’s separation from service but for the preceding sentence will be paid to the Executive on the sixty-second (62nd) day following the Executive’s separation from service and the remaining payments shall be made as provided in this Agreement.

409A Compliance. (a) The intent of the parties is agree that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in compliance therewith. a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event shall whatsoever will any member of the Company Group, or its subsidiaries any of their respective affiliates or affiliates any directors, officers, agents, attorneys, employees, executives, shareholders, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors, or assigns of such member of the Company Group, or such affiliate be liable for any additional tax, interest interest, or penalty penalties that may be imposed on Executive you under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Code Section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and , (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits benefits, to be provided, provided in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any . Whenever a payment under this Agreement that constitutes specifies a payment period with reference to a number of days (e.g., “nonqualified deferred compensation” for purposes payment shall be made within thirty (30) days following the Termination Date”), the actual date of Section 409A payment within the specified period shall be subject to offset by any other amount unless otherwise permitted by Section 409A.within the sole discretion of the Company.

409A Compliance. (a) The intent This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is that payments Code. (b) The Company shall undertake to administer, interpret, and benefits under construe this Agreement comply with Section 409A and, accordingly, to in a manner that does not result in the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for imposition on Executive of any additional tax, penalty, or interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A.of the Code. (bc) A termination of employment shall not be deemed to have occurred for purposes of If the Company determines in good faith that any provision of this Agreement providing for would cause the payment Executive to incur an additional tax, penalty, or interest under Section 409A of any amounts the Code, the Company (or benefits upon or following its delegate) and Executive shall use reasonable efforts to reform such provision, if possible, in a termination mutually agreeable fashion to maintain to the maximum extent practicable the original intent of employment unless such termination is also a “separation from service” within the meaning applicable provision without violating the provisions of Section 409A andof the Code or causing the imposition of such additional tax, for purposes penalty, or interest under Section 409A of the Code. (d) The preceding provisions, however, shall not be construed as a guarantee by the Company of any such provision particular tax effect to Executive under this Agreement. To the extent the Company complies with the terms of this Agreement, references the Company shall not be liable to Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, for any such tax, penalty or interest, or for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (e) For purposes of Section 409A of the Code, the right to a “termination,” “termination series of employment” or like terms installment payments under this Agreement shall mean “separation from servicebe treated as a right to a series of separate payments.” (cf) To the extent that reimbursements With respect to any reimbursement of expenses of Executive or other provision of in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes to the Executive subject to Section 409A of Section 409Athe Code, such reimbursement of expenses and provision of in-kind benefits shall be subject to the following conditions: (i1) all such the expenses eligible for reimbursement or provision of in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or provision of in-kind benefits in any other reimbursements hereunder taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made on or prior to no later than the last day end of the taxable year following after the taxable year in which such expenses were incurred by expense was incurred; and (3) the Executive; (ii) any such right to reimbursement or provision of in-kind benefits benefit shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (dg) For purposes Any termination of Section 409A, the Executive’s right to receive any installment payments pursuant to employment triggering payment of the benefits under Section 7(e) or otherwise under this Agreement shall must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement provided by the Executive to the contraryCompany at the time the Executive’s employment terminates), in no event shall any payment benefits payable under Section 7(e) or otherwise under this Agreement that constitutes constitute deferred compensation under Section 409A of the Code and are payable upon a termination of employment shall be delayed until the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). (h) If a payment obligation under this Agreement or other compensation arrangement arises on account of Executive’s separation from service while Executive is a “nonqualified specified employee” as determined by the Company, any payment of “deferred compensation” for purposes (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first business day after the end of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.the six (6) month period beginning on the date of such separation from service or, if earlier, on the date of his death.

409A Compliance. (a) The intent of It is expected that the parties is that payments and benefits amounts payable to Employee under this Agreement comply with shall not be treated as deferred compensation subject to the provisions of Section 409A andof the Code, accordinglyby reason of qualifying for an exemption or exclusion therefrom, taking into account any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding the foregoing, in the event that the parties determine that any such amount is deferred compensation subject to the provisions of such Section 409A of the Code, this Agreement, to the maximum extent permittedapplicable, and any payment, distribution or other benefit hereunder determined to be so subject shall comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"),including, without limitation, the requirement that any such deferred compensation payable to a specified employee on account of separation from service must be subject to a delay on payment until the six month anniversary of the date of such separation from service. (b) All reimbursements and in-kind benefits provided under this Agreement shall be interpreted to be made or provided in compliance therewith. In no event shall accordance with the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning requirements of Section 409A and409A, including, where applicable, the requirement that (i) any reimbursement shall be for purposes of any such provision of expenses incurred during the time period specified in this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in any taxable provided, during a calendar year shall in any way may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of Employee's taxable year. year following the taxable year in which such expense was incurred, and (div) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be reimbursement or in-kind benefits is not subject to offset by any other amount unless otherwise permitted by Section 409A.liquidation or exchange for another benefit.

409A Compliance. (a) The intent A. It is the intention of both you and the parties is Company that payments the benefits and benefits under rights to which you are entitled pursuant to this Agreement are exempt from or comply with Section 409A andof the Internal Revenue Code of 1986, accordinglyas amended, and the formal guidance issued thereunder (“Section 409A”), to the maximum extent permittedthat the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be interpreted to be construed in compliance therewitha manner consistent with that intention. In no event shall If you or the Company believe, at any time, that any such benefit or its subsidiaries or affiliates be liable for any additional tax, interest or penalty right that may be imposed on Executive under is subject to Section 409A does not so comply, you or damages for failing the Company shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and right such that they comply with Section 409A.409A (with the most limited possible economic effect on you and the Company). (b) A termination B. With respect to any reimbursement of employment shall not be deemed to have occurred for purposes of expenses of, or any provision of this Agreement providing for the payment of any amounts or in- kind benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A andto, for purposes of any such provision of you, as specified under this Agreement, references to a “termination,” “termination such reimbursement of employment” expenses or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other provision of in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409Ashall be subject to the following conditions: (iI) all such the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other reimbursements hereunder taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made on or prior to no later than the last day end of the taxable year following after the taxable year in which such expenses were incurred by expense was incurred; and (3) the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement. C. To the extent required to comply with Section 409A, expenses eligible for reimbursement, any payment or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits benefit required to be provided, in paid under this Agreement on account of your termination of employment or separation from service (or any other taxable year.similar term) as used in this Agreement shall be made only in connection with your “separation from service” within the meaning of Section 409A. (d) D. For purposes of Section 409A, the Executive’s right to receive any a series of installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) E. Neither the Company nor you, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A will be paid prior to the earliest date on which it may be paid without violating Section 409A. F. Notwithstanding any other provision time of payment otherwise designated in this Agreement to Agreement, if on your “separation from service” date you are a “specified employee” within the contrarymeaning of Section 409A, in no event shall any payment under this Agreement that constitutes amount of “nonqualified deferred compensation” for purposes (as defined by Section 409A, after giving effect to any applicable exemptions) payable to you by reason of Section 409A your “separation from service” with the Company will not be subject paid to offset by any other amount unless otherwise permitted you until the date that is 6 months and one day following your separation from service to the extent required by Section 409A.

409A Compliance. (a) The intent of It is intended that the parties is that payments and benefits under this Agreement shall comply with the provisions of Section 409A and, accordingly, and the Treasury regulations relating thereto so as not to subject Employee to the maximum extent permittedpayment of additional taxes and interest under Section 409A. In furtherance of this intent, this Agreement shall be interpreted interpreted, operated and administered in a manner consistent with these intentions, and to be in compliance therewith. In no event shall the Company extent that any regulations or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive other guidance issued under Section 409A or damages for failing would result in Executive being subject to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts additional income taxes or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits interest under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right parties agree to receive any installment payments pursuant amend the Agreement to this maintain to the maximum extent practicable the original intent of the Agreement shall be treated as a right to receive a series while avoiding the application of separate and distinct payments. (e) such taxes or interest under Section 409A. Notwithstanding any other provision of this the Agreement to the contrarycontrary if, in no event shall any payment as of the effective date of Executive’s separation from service, he or she is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement that constitutes “nonqualified which are deemed to be deferred compensation” for purposes of Section 409A compensation shall be subject to offset by any a six (6) month delay following Executive’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other amount unless payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh (7th) month following separation from service (or, if earlier, the date of Executive’s death) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise permitted by Section 409A.due to be paid during the six-month period following the termination shall be paid to Executive in accordance with the payment schedule established herein.

409A Compliance. (a) The intent of This Agreement will be interpreted and administered in accordance with the parties is that applicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. To the extent payments and benefits under this Agreement comply with Section 409A and, accordingly, are subject to the maximum extent permittedCode § 409A, this Agreement shall be interpreted to be interpreted, construed and administered in compliance therewitha manner that satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. In no event shall Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Internal Revenue Service and the U.S. Department of the Treasury (collectively “Section 409A or damages for failing to comply with Section 409A.409A”). (b) A Where the term “termination of employment” or “termination” or similar words and phrases describing termination of employment shall not are used in this Agreement, such terms are to be deemed to have occurred for purposes read as satisfying the definition of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of in Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean 409A. It is understood that “separation from service.”” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). Neither Executive nor the Company has the right to accelerate or defer the delivery of any severance benefits or other benefits except to the extent specifically permitted or required by Section 409A. (c) To the extent that All reimbursements or other and in-kind benefits provided under this Agreement constitute “nonqualified deferred compensation” for purposes shall be made or provided in accordance with the requirements of Section 409A: (i) all 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements hereunder paid pursuant to this Agreement that are taxable to Executive shall in no event be made on or prior to paid later than the last day end of the taxable calendar year following the taxable calendar year in which Executive incurs such expense or pays the related tax. With regard to any provision in this Agreement for reimbursement of costs and expenses were incurred or in-kind benefits, except as permitted by Section 409A, the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; benefit and (iii) no such reimbursement, the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, provided in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. This Agreement is intended to comply with Code Section 409A (ato the extent applicable) The intent of and the parties is that hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding anything herein to the contrary, neither the Company, Shire plc nor any Affiliated Company shall have any liability to Executive or to any other person if the payments and benefits under provided in this Agreement comply are not exempt from or compliant with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the 409A. Executive; (ii) any such ’s right to reimbursement or in-kind benefits shall under this Agreement may not be subject to liquidation liquidated or exchange exchanged for another benefit; any other benefit and (iii) no reimbursement under this Agreement may occur later than the last day of the calendar year immediately following the calendar year in which such reimbursementexpenses were incurred, expenses eligible nor shall the amount available for reimbursement, or in-kind benefits provided in any taxable provided, during one year shall in any way affect the expenses eligible amount available for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes . In addition, the phrase “termination of employment” and similar phrases as used throughout the Agreement shall mean Executive’s “separation from service” within the meaning of Code Section 409A, the and any amounts payable to Executive hereunder upon Executive’s right termination of employment that are treated as “non-qualified deferred compensation” under Code Section 409A shall not be paid to receive Executive until Executive has incurred a separation from service within the meaning of Code Section 409A. To the extent that any installment schedule of notice or severance payments herein would violate Code Section 409A, such schedule shall not apply and any payments subject to such schedule shall be made pursuant to a schedule that complies with Code Section 409A (as reasonably determined by the Company). Each payment made under this Agreement shall be treated designated as a right to receive a series “separate payment” within the meaning of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Compliance. (a) The intent Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the parties is that payments Internal Revenue Code of 1986, as amended. Accordingly, all provisions herein, or incorporated by reference, shall be construed and benefits under this Agreement interpreted to comply with section 409A and if necessary, any such provision shall be deemed amended comply with Section 409A andand the regulations thereunder. Further, accordinglyfor purposes of the limitations on nonqualified deferred compensation under section 409A, to the maximum extent permitted, each payment of compensation under this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination treated as a separate payment of employment shall not be deemed to have occurred compensation for purposes of any provision applying the Section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. Any amounts payable solely on account of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “an involuntary separation from service” service of the Executive within the meaning of Section section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on excludible from the requirements of section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to the last day March 15 of the taxable calendar year following the taxable calendar year in which such expenses were incurred by of involuntary separation) to the Executive; (ii) any such right to reimbursement maximum possible extent. Any reimbursements or in-kind benefits provided under this Agreement shall not be subject to liquidation made or exchange provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for another benefit; and expenses incurred during the period of time specified in this Agreement, (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-in kind benefits provided in any taxable provided, during a calendar year shall in any way may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other taxable calendar year. , (diii) For purposes the reimbursement of Section 409Aan eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the Executive’s right to receive any installment payments pursuant reimbursement or in kind benefits is not subject to this Agreement liquidation or exchange for another benefit. Any severance payment to the Executive that is conditioned upon the execution and non-revocation of a release of claims shall be treated as a right paid in the taxable year in which ends the maximum period of time that the Executive had to receive a series consider and revoke such release, regardless of separate and distinct paymentswhen such release is actually executed. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent Employers and Executive intend that this Agreement be drafted and administered in compliance with Section 409A of the parties is that Code, including, but not limited to, any future amendments thereto, and any other IRS or other governmental rulings or interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject Executive to payment of interest or any additional tax under Section 409A. The Employers and Executive intend for any payments and benefits under this Agreement comply with to satisfy either the requirements of Section 409A andor to be exempt from the application of Section 409A, and the Employers and Executive shall construe and interpret this Agreement accordingly. In furtherance of such intent, if payment or provision of any amount or benefit under this Agreement that is subject to Section 409A at the time specified in this Agreement would subject such amount or benefit to any additional tax under Section 409A, the Employers shall postpone payment or provision of such amount or benefit to the earliest commencement date on which the Employers can make such payment or provision of such amount or benefit without incurring such additional tax. In addition, to the maximum extent permittedthat any IRS guidance issued under Section 409A would result in Executive being subject to the payment of interest or any additional tax under Section 409A, the Employers and Executive agree, to the extent reasonably possible, to amend this Agreement shall be interpreted in order to be in compliance therewith. In no event shall avoid the Company or its subsidiaries or affiliates be liable for imposition of any additional tax, such interest or penalty that may additional tax under Section 409A. Any such amendment shall have the minimum economic effect necessary and be imposed on Executive determined reasonably and in good faith by the Employers and Executive. (b) If a payment under this Agreement does not qualify as a short-term deferral under Section 409A or damages for failing any similar or successor provisions, and Executive is a Specified Employee as of Executive’s Termination Date, the Employers may not make such distributions to comply with Executive before a date that is six (6) months after the date of Executive’s Termination Date or, if earlier, the date of Executive’s death (the “Six-Month Delay”). The Employers shall accumulate payments to which Executive would otherwise be entitled during the first six (6) months following the Termination Date (the “Six-Month Delay Period”) and make such payments on the first day of the seventh month following Executive’s Termination Date. Notwithstanding the Six-Month Delay set forth in this Section 409A.21(b): (bi) A termination To the maximum extent Section 409A or any similar or successor provisions permit, during each month of employment shall not the Six-Month Delay Period, the Employers will pay Executive an amount equal to the lesser of (A) the total monthly Severance Benefits or (B) one-sixth of the lesser of (1) the maximum amount that Section 401(a)(17) permits to be deemed to have occurred for purposes of any provision of this Agreement providing taken into account under a qualified plan for the payment year in which Executive’s Termination Date occurs and (2) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Employers for the taxable year of Executive preceding the taxable year of Executive in which Executive’s Termination Date occurs, adjusted for any amounts increase during that year that the parties expected to continue indefinitely if Executive’s Termination Date has not occurred; and (ii) To the maximum extent Section 409A, or benefits upon any similar or successor provisions, permits within ten days following a termination of employment unless such termination is also a “separation from service” within Executive’s Termination Date, the meaning of Employers shall pay Executive an amount equal to the applicable dollar amount under Section 409A and, 402(g)(1)(B) for the year in which Executive’s Termination Date occurred. (iii) For purposes of any such provision of this Agreement, references to a “termination,Specified Employee” has the meaning given that term in Section 409A or any similar or successor provisions. The Employers’ “termination specified employee identification date” as described in Section 409A will be December 31 of employmenteach year, and the Employers’ “specified employee effective date” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes as described in Section 409A will be February 1 of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable each succeeding year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent This Agreement is intended to comply with the provisions of Section 409A of the parties is that payments Internal Revenue Code (the “Code”) or an exemption thereto and benefits under shall be interpreted and administered accordingly. If any provision or term of this Agreement would be prohibited by or inconsistent with the requirements of Section 409A of the Code, then such provision or term shall be deemed to be reformed to comply with Section 409A and, accordingly, to of the maximum extent permitted, this Agreement Code. Each severance payment shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment unless such termination is also a separate and distinct “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensationpayment” for purposes of Code Section 409A: 409A. Accordingly, any such payments that would otherwise be payable (i) all within 2-½ months after the end of the Company’s taxable year in which the right to payment is no longer subject to a substantial risk of forfeiture, or (ii) within 2-½ months after Employee’s taxable year in which the right to payment is no longer subject to a substantial risk of forfeiture, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short Term Deferral Period which meet the conditions for the severance pay exception under Section 409A shall also be exempt from Section 409A. All expenses or other reimbursements hereunder to Employee under this Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; Employee (ii) provided that if any such right reimbursements constitute taxable income to Employee, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. To the extent that the Company determines that Employee would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans pursuant to Section 409A of the Code as a result of any provisions related to severance amounts payable hereunder, such severance provisions shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company after consultation with Employee. Notwithstanding any other provision of this Agreement, if at the time of the Employee’s termination of employment, Employee is a “specified employee,” determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to the Employee on account of Employee's separation from service shall be delayed for six (6) months. Any payments that would otherwise have been made during such six-month period shall be paid in a lump sum within fifteen (15) days after the end of such six-month period without interest. If the Employee dies during such six-month period, any delayed payment shall be paid to the Employee’s estate in a lump sum within fifteen (15) days following the Employee’s death. To the extent required by Section 409A, each reimbursement or in-kind benefits benefit provided under this Agreement shall not be subject to liquidation or exchange for another benefit; and provided in accordance with the following: (iiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in any taxable provided, during each calendar year shall in any way cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year.; (dii) For purposes any reimbursement of Section 409A, an eligible expense shall be paid to the Executive’s Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to receive any installment payments pursuant to reimbursements or in-kind benefits under this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A not be subject to offset by any other amount unless otherwise permitted by Section 409A.liquidation or exchange for another benefit.

409A Compliance. (a) The intent of This Agreement is intended to comply, to the parties is that payments and benefits under this Agreement comply extent applicable, with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall of Code and will be interpreted to be in compliance therewithso interpreted. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for For purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Agreement, a termination of employment unless such Executive’s services on the date of termination is also shall be determined in a manner consistent with the rules relating to “separation from service” within the meaning of Section 409A andof the Code and the regulations thereunder. Notwithstanding anything herein to the contrary, for purposes (i) if on the date of termination Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination the Agreement is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will (A) defer the commencement of the payment of any such provision payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following the date of this Agreementtermination (or the earliest date as is permitted under Section 409A of the Code), references and (B) add to such payment or benefit an interest payment for the six-month period calculated using the short-term Applicable Federal Rate (monthly compounded) as in effect on the date of termination under Section 1274(d) of the Code and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, the parties agree to restructure the payments or benefits to comply with Section 409A of the Code in a “termination,” “termination manner which does not diminish the value of employment” or like terms shall mean “separation from service.” (c) such payments and benefits to the Executive. To the extent that any reimbursements or other in-kind benefits due to the Executive under this Agreement constitute “nonqualified deferred compensation” for purposes of under Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day 409A of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) Code, any such right to reimbursement reimbursements or in-kind benefits shall not be subject to liquidation paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). If under this Agreement, an amount is paid in two or exchange for another benefit; and (iii) no such reimbursementmore installments, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series “separate payment” within the meaning of separate and distinct payments409A of the Code. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly409A. Accordingly, to the maximum extent permittedpermitted under Code Section 409A, the terms of this Agreement Agreement, including, without limitation, “termination” and “termination of employment,” and similar terms, shall be interpreted to be in compliance therewith. with Code Section 409A. In no event whatsoever shall the Company or its subsidiaries or affiliates Corporation be liable for any additional tax, interest or penalty that may be imposed on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of employment that term under Code Section 409A(a)(2)(B), then each of the following shall not be deemed apply: (i) With regard to have occurred for purposes any payment that is considered deferred compensation under Code Section 409A payable on account of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination such payment shall be made on the date which is the earlier of employment” or like terms shall mean “(x) the expiration of the six (6)-month period measured from the date of such ‘separation from service.’ of the Executive, and (y) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (cii) To the extent that reimbursements or other in-kind any benefits to be provided during the Delay Period is considered deferred compensation under this Agreement constitute Code Section 409A provided on account of a “nonqualified deferred compensationseparation from service,” for purposes of and such benefits are not otherwise exempt from Code Section 409A: , the Executive shall pay the cost of such benefits during the Delay Period, and the Corporation shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Corporation or to the extent that such benefits would otherwise have been provided by the Corporation at no cost to the Executive, the Corporation’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Corporation in accordance with the procedures specified herein. (ic) all such All expenses or other reimbursements hereunder under this Agreement shall be made promptly and in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; Executive (ii) provided that if any such right reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), no such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other taxable yearyear and the Executive’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Corporation. (e) Notwithstanding any other provision of this Agreement to the contrary, in In no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.payment pursuant to this Agreement or otherwise.

409A Compliance. (a) The intent of the parties It is intended that payments and benefits any amounts payable under this Agreement shall either be exempt from or comply with Section 409A andof the Internal Revenue Code of 1986, accordinglyas amended (the "Code") (including the Treasury Regulations and other published guidance relating thereto) so as not to subject the Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the maximum nearest extent permittedreasonably possible) the intended benefit payable to the Employee. If it is determined that this Agreement is subject to Code Section 409A, then the provisions of this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed 409A. Notwithstanding any other provision herein to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A andcontrary, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements any reimbursement payments of any expenses or other the provision of any in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes are subject to Section 409A of Section 409A: the Code, (i) all the amount of such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in to be provided, during any taxable one calendar year shall in any way not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year. ; (dii) For purposes reimbursement of Section 409A, any such expense shall be made by no later than December 31 of the Executive’s year following the calendar year in which such expense is incurred; and (iii) the Employee's right to receive any installment payments pursuant such reimbursements or in-kind benefits shall not be subject to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) liquidation or exchange for another benefit. Notwithstanding any other provision of this Agreement to the contrary, if Employee is a "specified employee" within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Separation Date, Employee shall not be entitled to the Severance Payment until the earlier of (i) the date which is six (6) months after Employee's Separation Date for any reason other than death, or (ii) the date of Employee's death. Any amounts otherwise payable to Employee in no event the six (6) month period following Employee's Separation Date that are not so paid by reason of this section shall be paid in a lump-sum (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Employee's Separation Date (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Employee's death). The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of tax, penalty or interest pursuant to Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.of the Code.

409A Compliance. (ai) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder and shall be so construed. (ii) The intent Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the parties Code. (iii) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, which is that payments and benefits determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement comply with as an amount includible in gross income under Section 409A andof the Code. (iv) For purposes of Section 409A of the Code, accordingly, the right to the maximum extent permitted, a series of installment payments under this Agreement shall be interpreted treated as a right to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A.a series of separate payments. (bv) A termination With respect to any reimbursement of employment shall not be deemed to have occurred for purposes of expenses of, or any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits to, Executive, as specified under this Agreement constitute “nonqualified deferred compensation” for purposes Agreement, such reimbursement of Section 409Aexpenses or provision of in-kind benefits shall be subject to the following conditions: (i1) all such the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other reimbursements hereunder taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made on or prior to no later than the last day end of the taxable year following after the taxable year in which such expenses were incurred by expense was incurred; and (3) the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (dvi) For “Termination of employment,” “Date of Termination,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated “separation from service” as a right to receive a series defined in Section 409A of separate and distinct paymentsthe Code. (evii) Notwithstanding any other provision of anything in this Agreement to the contrary, in no event shall any if a payment obligation under this Agreement that constitutes arises on account of Executive’s separation from service while Executive is a “nonqualified specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” for (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue, with interest, and shall be paid together with the accrued interest within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after appointment of the personal representative or executor of Executive’s estate following Executive’s death. For purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.the preceding sentence, interest shall accrue at the prime rate of interest published in the northeast edition of The Wall Street Journal on the date of Executive’s separation from service.

409A Compliance. (a) The intent This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is that payments Code. (b) The Company shall undertake to administer, interpret, and benefits under construe this Agreement comply with Section 409A and, accordingly, to in a manner that does not result in the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for imposition on Executive of any additional tax, penalty, or interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A.of the Code. (bc) A termination of employment shall not be deemed to have occurred for purposes of If the Company determines in good faith that any provision of this Agreement providing for would cause the payment Executive to incur an additional tax, penalty, or interest under Section 409A of any amounts the Code, the Company (or benefits upon or following its delegate) and the Executive shall use reasonable efforts to reform such provision, if possible, in a termination mutually agreeable fashion to maintain to the maximum extent practicable the original intent of employment unless such termination is also a “separation from service” within the meaning applicable provision without violating the provisions of Section 409A andof the Code or causing the imposition of such additional tax, for purposes penalty, or interest under Section 409A of the Code. (d) The preceding provisions, however, shall not be construed as a guarantee by the Company of any such provision particular tax effect to the Executive under this Agreement. To the extent the Company complies with the terms of this Agreement, references the Company shall not be liable to the Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, for any such tax, penalty or interest, or for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (e) For purposes of Section 409A of the Code, the right to a “termination,” “termination series of employment” or like terms installment payments under this Agreement shall mean “separation from servicebe treated as a right to a series of separate payments.” (cf) To With respect to any reimbursement of expenses of the extent that reimbursements Executive or other provision of in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes to the Executive subject to Section 409A of Section 409Athe Code, such reimbursement of expenses and provision of in-kind benefits shall be subject to the following conditions: (i1) all such the expenses eligible for reimbursement or provision of in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or provision of in-kind benefits in any other reimbursements hereunder taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made on or prior to no later than the last day end of the taxable year following after the taxable year in which such expenses were incurred by expense was incurred; and (3) the Executive; (ii) any such right to reimbursement or provision of in-kind benefits benefit shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (dg) For purposes Any termination of Section 409A, the Executive’s right to receive any installment payments pursuant to employment triggering payment of the benefits under Section 7(e) or otherwise under this Agreement shall must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement provided by the Executive to the contraryCompany at the time the Executive’s employment terminates), in no event shall any payment benefits payable under Section 7(e) or otherwise under this Agreement that constitutes constitute deferred compensation under Section 409A of the Code and are payable upon a termination of employment shall be delayed until the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). (h) If a payment obligation under this Agreement or other compensation arrangement arises on account of Executive’s separation from service while Executive is a “nonqualified specified employee” as determined by the Company, any payment of “deferred compensation” for purposes (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first business day after the end of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.the six (6) month period beginning on the date of such separation from service or, if earlier, on the date of his death.

409A Compliance. (a) The intent Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the parties is that payments Internal Revenue Code of 1986, as amended. Accordingly, all provisions herein, or incorporated by reference, shall be construed and benefits under this Agreement interpreted to comply with section 409A and if necessary, any such provision shall be deemed amended comply with Section 409A andand the regulations thereunder. Further, accordinglyfor purposes of the limitations on nonqualified deferred compensation under section 409A, to the maximum extent permitted, each payment of compensation under this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination treated as a separate payment of employment shall not be deemed to have occurred compensation for purposes of any provision applying the Section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. Any amounts payable solely on account of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “an involuntary separation from service” service of the Executive within the meaning of Section section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on excludible from the requirements of section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to the last day March 15 of the taxable calendar year following the taxable calendar year in which such expenses were incurred by of involuntary separation) to the Executive; (ii) any such right to reimbursement maximum possible extent. Any reimbursements or in-kind benefits provided under this Agreement shall not be subject to liquidation made or exchange provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for another benefit; and expenses incurred during the period of time specified in this Agreement, (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-in kind benefits provided in any taxable provided, during a calendar year shall in any way may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Any severance payment to the Executive that is conditioned upon the execution and non-revocation of a release of claims shall be paid in the taxable yearyear in which ends the maximum period of time that the Executive had to consider and revoke such release, regardless of when such release is actually executed. 9. The Company agrees to promptly pay all fees and charges of the Executive's attorneys reasonably incurred by the Executive in connection with the negotiation, preparation and execution of this Amendment and grants of stock options provided herein, up to a maximum of ten thousand dollars (d) For purposes of Section 409A$10,000). 10. Except as specifically modified herein, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series remain in full force and effect in accordance with all of separate the terms and distinct paymentsconditions thereof. (e) Notwithstanding any other provision 11. This Amendment may be executed in counterparts, all of this Agreement to which together shall comprise one and the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.same instrument.

409A Compliance. (a) The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with Section 409A andor be exempt from Code §409A, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall with or exempt from Code §409A. If the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following is a termination of employment unless such termination is also a “separation from service” specified employee within the meaning of Section that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and, for purposes and payable on account of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service., such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive’s death (the “Delay Period” (c) to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. To the extent that any reimbursements or other in-kind benefits under this Agreement constitute “nonqualified non-qualified deferred compensation” compensation for purposes of Section Code §409A: , (i) all such expenses or other reimbursements hereunder under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; , (ii) any such right to such reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit; , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) . For purposes of Section Code §409A, the Executive’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in . In no event shall any payment under this Agreement that constitutes “nonqualified non-qualified deferred compensation” compensation for purposes of Section Code §409A be subject to offset offset, counterclaim, or recoupment by any other amount unless otherwise permitted by Section Code §409A.

409A Compliance. If Executive is a “specified employee” (aas determined in accordance with Treasury Regulation Section 1.409A-1(i) The intent or any written Company policy implementing such regulation) at the time of his termination of employment, then his severance payments that are otherwise payable during the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to first six month period following the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A Executive’s termination of employment shall not be deemed (to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless extent that such termination is also a “separation from service” severance payments constitute nonqualified deferred compensation within the meaning of Section 409A andof the Code and the regulations promulgated thereunder) shall be deferred until the date that is six months after the Executive’s termination of employment (or, if earlier, upon his death). Each salary continuation payment that is due under this Agreement shall be treated as a separate payment for purposes of any such provision Section 409A Code. This Agreement shall be interpreted to comply, or otherwise be exempt from, with the requirements of this AgreementCode Section 409A. Accordingly, references to a “termination,” “termination of employment” or like terms employment hereunder shall be interpreted to mean “separation from service.” (c) To ” as defined in regulations under Section 409A of the extent that reimbursements or other in-kind benefits Code. All expenses under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder that are reimbursable in accordance with Company policy shall be made on or prior to as soon as practicable after Executive’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of the taxable year following the taxable year in which the expense was incurred.” 12. Initially capitalized terms used in this Amendment shall have the meaning given to such expenses were incurred by terms in the Executive; Employment Agreement (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments unless otherwise defined herein). Other than as specifically amended pursuant to this Amendment, all other provisions of the Employment Agreement shall be treated as a right to receive a series of separate remain in full force and distinct payments. (e) Notwithstanding any other provision effect. Upon execution and delivery of this Agreement by the Parties, the Company will reimburse Executive for his reasonable legal fees and expenses incurred in connection with the negotiation and execution of this Amendment in an amount up to $10,000. All reasonable legal fees paid or incurred by Executive in any litigation or dispute to enforce Executive’s rights under the contraryEmployment Agreement, as amended hereby, shall be paid or reimbursed by the Company if Executive is the prevailing party in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.such litigation or dispute.

409A Compliance. (a) The intent Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the parties is that payments Internal Revenue Code of 1986, as amended, and benefits under this Agreement the regulations thereunder (“Section 409A”). Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A andand if necessary, accordinglyany such provision shall be deemed amended comply with Section 409A. Further, to for purposes of the maximum extent permittedlimitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination treated as a separate payment of employment shall not be deemed to have occurred compensation for purposes of any provision applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts. Any amounts payable solely on account of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “an involuntary separation from service” service of the Executive within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation be excludible from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes requirements of Section 409A: , either as involuntary separation pay or as short-term deferral amounts (i) all such expenses or other reimbursements hereunder shall be made on or e.g., amounts payable under the schedule prior to the last day date that is two and one-half (2.5) months following the end of the taxable fiscal year following of involuntary separation) to the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement maximum possible extent. Any reimbursements or in-kind benefits provided under this Agreement shall not be subject to liquidation made or exchange provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for another benefit; and expenses incurred during the period of time specified in this Agreement, (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-in kind benefits provided in any taxable provided, during a calendar year shall in any way may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other taxable calendar year. , (diii) For purposes the reimbursement of Section 409Aan eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the Executive’s right to receive any installment payments pursuant reimbursement or in kind benefits is not subject to this Agreement liquidation or exchange for another benefit. Any severance payment to the Executive that is conditioned upon the execution and non-revocation of a release of claims shall be treated as a right paid in the taxable year in which ends the maximum period of time that the Executive had to receive a series consider and revoke such release, regardless of separate and distinct paymentswhen such release is actually executed. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent It is the intention of the parties is Company and Executive that the payments and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with Section 409A and(“Section 409A”) of the Internal Revenue Code of 1986, accordingly, to as amended (the maximum extent permitted, “Code”). The provisions of this Agreement shall be interpreted in such manner as may be required in order to be in compliance therewith. In no event shall the Company exempt from or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A.409A. In that regard: (bi) A If any payment to be made hereunder is “nonqualified deferred compensation” subject to Section 409A and the timing of such payment is based on termination of Executive’s employment shall not be deemed to have occurred with the Company, then for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” purpose “termination of employment” or like terms shall mean “separation from service.” (c) To ” with the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” Company as such term is defined for purposes of Section 409A: 409A. (iii) all such expenses Whenever a payment under this Agreement specifies a payment period with reference to a number of days following the termination of employment or other reimbursements hereunder event, the actual date of payment within the specified period shall be made on or prior to within the last day sole discretion of the taxable Company. (iii) Each payment (including each installment payment) that may be made under this Agreement shall be considered a separate payment. (iv) In no event shall any payment of expense reimbursement (including any COBRA reimbursement) under this Agreement be made later than the end of the calendar year next following the taxable calendar year in which such expense was incurred, and Executive shall be required to have submitted substantiation for such expenses were incurred by at least ten (10) days before the Executive; (ii) last date for payment, the amount of such expenses that the Company is obligated to pay in any such right to reimbursement or in-kind benefits given calendar year shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to be provided, pay in any other taxable calendar year. (d) For purposes of Section 409A, the and Executive’s right to receive have the Company pay such expenses may not be liquidated or exchanged for any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct paymentsother benefit. (ev) Notwithstanding any other provision of in this Agreement Agreement, solely to the contraryextent that a delay in payment is required in order to avoid the imposition of any tax under Section 409A, in no event shall any if a payment obligation under this Agreement that constitutes arises on account of Executive’s “nonqualified deferred compensationseparation from service” (within the meaning of Section 409A) while Executive is a “specified employee” (as determined for purposes of Section 409A in good faith by the Board of Directors), then payment of any amount or benefit provided under this Agreement that is considered to be subject non-qualified deferred compensation for purposes of Section 409A and that is scheduled to offset by any other amount unless otherwise permitted by Section 409A.be paid within six (6) months after such separation from service shall be paid without interest on the first business day after the date that is six (6) months following Executive’s separation from service.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive a party under Section 409A or damages for failing to comply with Section 409A. (ba) Notwithstanding anything herein to the contrary, to the extent required by Section 409A, upon a termination of Executive’s employment (other than as a result of death), if Executive is at the time a “specified employee” (within the meaning of Section 409A), distributions under this Agreement determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and payable to Executive on account of Executive’s termination of employment or other “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury regulations issued thereunder) will be delayed until six months after such termination of employment, and such distributions will be made at the beginning of the seventh month following the date of such termination of employment or other separation from service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (cb) To the extent that reimbursements or other in-kind benefits under this Agreement or any amounts otherwise due to a party from the Company constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executiveparty; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (dc) For purposes of Section 409A, the Executive’s a right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (ed) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code (“Code”) Section 409A and, accordingly409A. Accordingly, to the maximum extent permittedpermitted under Code Section 409A, the terms of this Agreement Agreement, including, without limitation, “termination” and “termination of employment,” and similar terms, shall be interpreted to be in compliance therewith. with Code Section 409A. In no event whatsoever shall the Company or its subsidiaries or affiliates Corporation be liable for any additional tax, interest or penalty that may be imposed on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of employment that term under Code Section 409A(a)(2)(B), then each of the following shall not be deemed apply: (i) With regard to have occurred for purposes any payment that is considered deferred compensation under Code Section 409A payable on account of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination such payment shall be made on the date which is the earlier of employment” or like terms shall mean “(x) the expiration of the six (6)-month period measured from the date of such ‘separation from service.’ of the Executive, and (y) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (cii) To the extent that reimbursements or other in-kind any benefits to be provided during the Delay Period is considered deferred compensation under this Agreement constitute Code Section 409A provided on account of a “nonqualified deferred compensationseparation from service,” for purposes of and such benefits are not otherwise exempt from Code Section 409A: , the Executive shall pay the cost of such benefits during the Delay Period, and the Corporation shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Corporation or to the extent that such benefits would otherwise have been provided by the Corporation at no cost to the Executive, the Corporation’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Corporation in accordance with the procedures specified herein. (ic) all such All expenses or other reimbursements hereunder under this Agreement shall be made promptly and in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; Executive (ii) provided that if any such right reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), no such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other taxable yearyear and the Executive’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Corporation. (e) Notwithstanding any other provision of this Agreement to the contrary, in In no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.payment pursuant to this Agreement or otherwise.

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and, accordingly, and the Company shall have complete discretion to the maximum extent permitted, interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted to be in compliance therewith. In no event shall by the Company or its subsidiaries or affiliates be liable for any additional taxin a manner consistent with such intent, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) as determined in the discretion of the Company. A termination of employment or other Termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment or other Termination of Service unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “Termination of Service” or like terms shall mean a “separation from service.” (c) To ” from the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” Company. The determination of whether and when a separation from service has occurred for purposes proposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series made in accordance with the presumptions set forth in Section 1.409A-1(h) of separate and distinct payments. (e) Notwithstanding any other the Treasury Regulations. Any provision of this Agreement to the contrarycontrary notwithstanding, in no event shall if at the time of Employee’s separation from service, the Company determines that Employee is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment that Employee is entitled to under this Agreement that constitutes “on account of Employee’s separation from service would be considered nonqualified deferred compensation” for purposes compensation under Code Section 409A, such payment shall be paid at the date which is the earlier of Section 409A (i) six (6) months and one day after Employee’s separation from service and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this § 12 shall be paid to Employee in a lump-sum. The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to offset by any other amount unless otherwise permitted by Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A.

409A Compliance. (a) The intent This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the parties is Internal Revenue Code. To the extent that payments and benefits under any provision in this Agreement comply is ambiguous as to its compliance with Section 409A andof the Code, accordingly, to the maximum extent permitted, provision shall be read in such a manner so that no payments due under this Agreement shall be interpreted subject to be an “additional tax” as defined in compliance therewithSection 409(a)(1)(B) of the Code. In no event shall If the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty determines in good faith that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for would cause you to incur an additional tax, penalty, or interest under Section 409A of the payment Code, the Company and you shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Company of any amounts particular tax effect to you under this Agreement. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. “Termination of employment,” or benefits upon or following a termination words of employment unless such termination is also a similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A, your “separation from service” within the meaning as defined in Section 409A. With respect to any reimbursement of Section 409A and, for purposes expenses of or any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits to you, as specified under this Agreement constitute “nonqualified deferred compensation” for purposes Agreement, such reimbursement of Section 409Aexpenses or provision of in-kind benefits shall be subject to the following conditions: (i1) all such the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other reimbursements hereunder taxable year; (2) the reimbursement of an eligible expense shall be made on or prior to no later than the last day end of the taxable year following after the taxable year in which such expenses were incurred by expense was incurred; and (3) the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this Agreement LTIP Award agreement comply with or be exempt from Section 409A andand Piedmont shall have complete discretion to interpret and construe this LTIP Award agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Section 409A. If for any reason, accordinglysuch as imprecision in drafting, any provision of this LTIP Award agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to the maximum extent permitted, this Agreement its exemption from (or compliance with) Section 409A and shall be interpreted to be by Piedmont in compliance therewitha manner consistent with such intent, as determined in the discretion of Piedmont. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination Termination of employment Service shall not be deemed to have occurred for purposes of any provision of this Agreement LTIP Award agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under and subject to Section 409A upon or following a termination Termination of employment Service unless such termination is also a “separation from service” within the meaning of Section 409A from Piedmont, and, for purposes of any such provision of this AgreementLTIP Award agreement, references to a “Termination of Service,” “termination,” “termination of employment” or like terms shall mean a “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under ” The determination of whether and when a separation from service has occurred for proposes of this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder LTIP Award agreement shall be made on or prior in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations. Any provision of this LTIP Award agreement to the last day contrary notwithstanding, if at the time of the taxable year following your separation from service, Piedmont determines that you are a “specified employee,” within the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes meaning of Section 409A, then, to the Executive’s right extent any payment that you are entitled to receive any installment under this LTIP Award agreement on account of your separation from service would be considered nonqualified deferred compensation under and subject to Section 409A, such payment shall be paid at the date which is the earlier of (i) six (6) months and one day after your separation from service from Piedmont and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Agreement Section 6 shall be treated as paid to you in a right lump-sum. Piedmont makes no representation or warranty and shall have no liability to receive a series of separate and distinct payments. (e) Notwithstanding you or any other provision of this Agreement to the contrary, in no event shall person if any payment payments under this Agreement that constitutes “nonqualified LTIP Award agreement are determined to constitute deferred compensation” for purposes of Section 409A be compensation subject to offset by any other amount unless otherwise permitted by Section 409A, but do not satisfy an exemption from, or the conditions of, Section 409A.

409A Compliance. (a) The intent Employer and Executive intend that this Agreement be drafted and administered in compliance with Section 409A of the parties is that Code, including, but not limited to, any future amendments thereto, and any other IRS or other governmental rulings or interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject Executive to payment of interest or any additional tax under Section 409A. The Employer and Executive intend for any payments and benefits under this Agreement comply with to satisfy either the requirements of Section 409A andor to be exempt from the application of Section 409A, and the Employer and Executive shall construe and interpret this Agreement accordingly. In furtherance of such intent, if payment or provision of any amount or benefit under this Agreement that is subject to Section 409A at the time specified in this Agreement would subject such amount or benefit to any additional tax under Section 409A, the Employer shall postpone payment or provision of such amount or benefit to the earliest commencement date on which the Employer can make such payment or provision of such amount or benefit without incurring such additional tax. In addition, to the maximum extent permittedthat any IRS guidance issued under Section 409A would result in Executive being subject to the payment of interest or any additional tax under Section 409A, the Employer and Executive agree, to the extent reasonably possible, to amend this Agreement shall be interpreted in order to be in compliance therewith. In no event shall avoid the Company or its subsidiaries or affiliates be liable for imposition of any additional tax, such interest or penalty that may additional tax under Section 409A. Any such amendment shall have the minimum economic effect necessary and be imposed on Executive determined reasonably and in good faith by the Employer and Executive. (b) If a payment under this Agreement does not qualify as a short-term deferral under Section 409A or damages for failing any similar or successor provisions, and Executive is a Specified Employee as of Executive’s Termination Date, the Employer may not make such distributions to comply with Executive before a date that is six (6) months after the date of Executive’s Termination Date or, if earlier, the date of Executive’s death (the “Six-Month Delay”). The Employer shall accumulate payments to which Executive would otherwise be entitled during the first six (6) months following the Termination Date (the “Six-Month Delay Period”) and make such payments on the first day of the seventh month following Executive’s Termination Date. Notwithstanding the Six-Month Delay set forth in this Section 409A.21(b): (bi) A termination To the maximum extent Section 409A or any similar or successor provisions permit, during each month of employment shall not the Six-Month Delay Period, the Employer will pay Executive an amount equal to the lesser of (A) the total monthly Severance Benefits or (B) one-sixth of the lesser of (1) the maximum amount that Section 401(a)(17) permits to be deemed to have occurred for purposes of any provision of this Agreement providing taken into account under a qualified plan for the payment year in which Executive’s Termination Date occurs and (2) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Employer for the taxable year of Executive preceding the taxable year of Executive in which Executive’s Termination Date occurs, adjusted for any amounts increase during that year that the parties expected to continue indefinitely if Executive’s Termination Date has not occurred; and (ii) To the maximum extent Section 409A, or benefits upon any similar or successor provisions, permits within ten days following a termination of employment unless such termination is also a “separation from service” within Executive’s Termination Date, the meaning of Employer shall pay Executive an amount equal to the applicable dollar amount under Section 409A and, 402(g)(1)(B) for the year in which Executive’s Termination Date occurred. (iii) For purposes of any such provision of this Agreement, references to a “termination,Specified Employee” has the meaning given that term in Section 409A or any similar or successor provisions. The Employer’s “termination specified employee identification date” as described in Section 409A will be December 31 of employmenteach year, and the Employer’s “specified employee effective date” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes as described in Section 409A will be February 1 of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable each succeeding year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent parties agree that this Agreement is intended to comply with the requirements of Section 409A of the parties is that payments Code and benefits under the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement comply with Section 409A and, accordingly, to in a manner that does not result in the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for imposition on Executive of any additional tax, penalty, or interest or penalty that may be imposed on Executive under Section 409A 409A, provided, however, that Executive understands and agrees that the Company shall not be held liable or damages responsible for failing to comply any taxes, penalties, interests or other expenses incurred by Executive on account of non-compliance with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which ​ ​ is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Section 409A: (i) , all such expenses or other reimbursements hereunder payments shall be made on or prior to before the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.expense occurred. ​ ​ ​ ​

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this LTIP Award Agreement comply with or be exempt from Section 409A andand Piedmont shall have complete discretion to interpret and construe this LTIP Award agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Section 409A. If for any reason, accordinglysuch as imprecision in drafting, any provision of this LTIP Award agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to the maximum extent permitted, this Agreement its exemption from (or compliance with) Section 409A and shall be interpreted to be by Piedmont in compliance therewitha manner consistent with such intent, as determined in the discretion of Piedmont. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement LTIP Award agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under and subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A from Piedmont, and, for purposes of any such provision of this AgreementLTIP Award agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under ” The determination of whether and when a separation from service has occurred for proposes of this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder LTIP Award agreement shall be made on or prior in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations. Any provision of this LTIP Award agreement to the last day contrary notwithstanding, if at the time of the taxable year following your separation from service, Piedmont determines that you are a “specified employee,” within the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes meaning of Section 409A, then, to the Executive’s right extent any payment that you are entitled to receive any installment under this LTIP Award Agreement on account of your separation from service would be considered nonqualified deferred compensation under and subject to Section 409A, such payment shall be paid at the date which is the earlier of (i) six (6) months and one day after your separation from service from Piedmont and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Agreement Section 6 shall be treated as paid to you in a right lump-sum. Piedmont makes no representation or warranty and shall have no liability to receive a series of separate and distinct payments. (e) Notwithstanding you or any other provision of this Agreement to the contrary, in no event shall person if any payment payments under this Agreement that constitutes “nonqualified LTIP Award agreement are determined to constitute deferred compensation” for purposes of Section 409A be compensation subject to offset by any other amount unless otherwise permitted by Section 409A, but do not satisfy an exemption from, or the conditions of, Section 409A.

409A Compliance. Notwithstanding any provisions to the contrary in Section 4, in the event Wxxxxx is a “specified employee” (aas defined in Treasury Regulation Section I.409A-l(i)), any amounts payable to Wxxxxx by reason of Wxxxxx’ termination of employment pursuant to this Agreement that would be nonqualified deferred compensation and would (but for this provision) The intent be payable within six (6) months following the Date of Termination, shall instead be paid, without interest, to Wxxxxx in a lump sum on the first day of the parties is seventh (7th) month following Wxxxxx’ Date of Termination or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of Wxxxxx’ estate following Wxxxxx’ death, except (i) to the extent of amounts that payments do not constitute a deferral of compensation within the meaning of Treasury Regulation Section l.409A-l (b), as determined by Company in its discretion; (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury Regulation Section l.409A-l(a)(5); or (iii) other amounts or benefits that are not subject to the requirements of Section 409A. This Agreement shall be interpreted and benefits under this Agreement comply administered in a manner consistent with Section 409A andand other guidance promulgated thereunder. Additionally, accordingly, Company intends that each right to the maximum extent permitted, payment made pursuant to this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also treated as a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensationseparate payment” for purposes of the application of Section 409A: (i409A. Further, all expenses reimbursed to Wxxxxx under Section 2(b)(v) all such expenses or other reimbursements hereunder shall be made on or prior reimbursed no less frequently than monthly, but in no event shall any reimbursement payment be paid to Wxxxxx following the last day of the taxable calendar year following the taxable calendar year in which such the expense was incurred. The amount of expenses were incurred by for which Wxxxxx is eligible to receive reimbursement or the Executive; (ii) amount of in-kind benefits Wxxxxx is eligible to receive during any such right calendar year shall not affect the amount of expenses for which Wxxxxx is eligible to receive reimbursement or the amount of in-kind benefits Wxxxxx is eligible to receive during any other calendar year. Any reimbursement or in-kind benefits shall benefit payable in accordance with Section 2(b) will not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent If and to the extent any amount or benefit payable or due hereunder shall be deemed to constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including any regulation or other guidance promulgated thereunder, the parties is intend that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to and construed in a manner consistent with the applicable provisions thereof. For purposes hereof: (a) each payment under this Agreement shall be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. treated as a separate payment; (b) A the exclusions for short-term deferrals, in-kind benefits, and payments on account of involuntary termination of employment shall not be deemed applied to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits fullest extent applicable; (c) payments to be made upon or following a termination of employment unless such or on account of Executive’s Termination Date shall be made upon Executive’s “separation from service” as determined under Code Section 409A; (d) any reference to the termination is also a of Executive’s employment or to Executive’s Termination Date or words of similar import shall mean and be deemed to refer to the date of his “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to 409A; (e) if Executive is a “termination,specified employee” “termination within the meaning of employment” Code Section 409A, any amount or like terms shall mean “benefit payable on account of Executive’s separation from service.” , shall be delayed for six months as required under Code Section 409A, and shall be paid when first permitted, without liability for interest or loss of investment opportunity thereon; (cf) To the extent that all reimbursements or other and in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes payments to be provided during one calendar year shall not affect the reimbursements and in-kind payments to be provided in any other calendar year; (g) any reimbursement of Section 409A: (i) all such expenses or other reimbursements hereunder an eligible expense shall be made on or prior to promptly after proper substantiation of such expenses, but in no event later than the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executiveexpense was incurred; (iih) any such the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit, except as expressly provided herein; and (iiii) no any amount that may be paid in one of two calendar years shall be paid in the second such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent Employee and the Employer intend for all payments under this Agreement either to be outside the scope of Section 409A of the parties Code and the regulations and rulings thereunder, including any applicable transition rules ("Section 409A") or to comply with its requirements as to timing of payments or provision of benefits. Accordingly, to the extent Section 409A is applicable, this Agreement shall at all times be operated in accordance with the requirements of Section 409A. To the extent required by Section 409A, payments or benefits under this Agreement that are to be paid upon the Employee's termination of employment or retirement shall be paid to the Employee at the time that the Employee has experienced a "separation from service" (as defined in Section 409A) from the Employer (which for purposes of this Section shall include all "affiliates" of the Employer that are required to be treated as the Employer under Section 409A). A separation from service shall not occur under Section 409A unless the Employee has completely severed his employment or contractor relationship with the Employer or the Employee has permanently decreased his services (via his employment relationship or his consulting relationship) to 20% or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Employee has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Section 409A. The Employer shall have authority to take action, or refrain from taking any action, with respect to the payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing is reasonably necessary to comply with Section 409A. (b) A termination 409A. Specifically, the Employer shall have the authority to delay the commencement of employment payments to Employee if Employee is considered a "specified employee" under Section 409A, but only to the extent such delay is mandated by the provisions of Section 409A. Any payment or benefit that is delayed pursuant to this Section shall not be deemed paid to have occurred the Employee at the earliest date permitted under Section 409A; provided, however, if the Employee wishes to receive any benefit before the time permitted under Section 409A, then to the extent necessary to comply with Section 409A, the Employee shall pay the full cost of such benefit and the Employer shall reimburse the Employee for purposes of any all such costs at the earliest date permitted under Section 409A. If under provision of this Agreement providing for the Employee becomes entitled to be paid any amount in installments then each installment payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within during the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder relevant continuation period shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; considered, and (iii) no such reimbursementis hereby designated as, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A (and consequently the Employee's entitlement to such payments shall not be subject considered an entitlement to offset by a single payment of the aggregate amount to be paid during the relevant continuation period). The Employer shall not be liable for any other amount unless otherwise permitted by taxes should the Employee be assessed any additional income tax, excise tax, penalty or interest as a result of any payment in violation of Section 409A. 1.05 A new Section 5.07 shall be added as follows:

409A Compliance. (a) The intent of the parties is agree that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in compliance therewith. a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event shall whatsoever will any member of the Company Group, or its subsidiaries any of their respective affiliates or affiliates any directors, officers, agents, attorneys, employees, executives, shareholders, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns of such member of the Company Group or such affiliate be liable for any additional tax, interest or penalty penalties that may be imposed on Executive you under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (1) the expiration of the six (6)-month period measured from the date of your “separation from service” and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Code Section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and , (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits benefits, to be provided, provided in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any . Whenever a payment under this Agreement that constitutes specifies a payment period with reference to a number of days (e.g., “nonqualified deferred compensation” for purposes payment shall be made within thirty (30) days following the Termination Date”), the actual date of Section 409A payment within the specified period shall be subject to offset by any other amount unless otherwise permitted by Section 409A.within the sole discretion of the Company.

409A Compliance. (a) The intent It is the intention of the parties is Company and Employee that the payments and other benefits payable to Employee under this Agreement either be exempt from, or otherwise comply with Section 409A andof the Internal Revenue Code of 1986, accordingly, to the maximum extent permitted, as amended (“Section 409A”). The provisions of this Agreement shall be interpreted in such manner as may be required in order to be in compliance therewith. In no event shall the Company exempt from or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A.409A. In that regard: (bi) A If any payment to be made hereunder is “nonqualified deferred compensation” subject to Section 409A and the timing of such payment is based on termination of Employee’s employment shall not be deemed to have occurred with the Company, then for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” purpose “termination of employment” or like terms shall mean “separation from service.” (c) To ” with the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” Company as such term is defined for purposes of Section 409A: 409A under Treas. Reg. Section 1.409A-1(h). (iii) all such expenses or other reimbursements hereunder Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made on or prior to within ten (10) days following the last day termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the taxable Company. (iii) Each payment (including each installment payment) that may be made under this Agreement shall be considered a separate payment. (iv) In no event shall any payment of expense reimbursement under this Agreement be made later than the end of the calendar year next following the taxable calendar year in which such expenses were incurred by incurred, and Employee shall be required to have submitted substantiation for such expenses at least ten (10) days before the Executive; (ii) last date for payment, the amount of such expenses that the Company is obligated to pay in any such right to reimbursement or in-kind benefits given calendar year shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to be provided, pay in any other taxable calendar year, and Employee’s right to have the Company pay such expenses may not be liquidated or exchanged for any other benefit. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (ev) Notwithstanding any other provision in this Agreement, solely to the extent that a delay in payment is required in order to avoid the imposition of any tax under Section 409A, if a payment obligation under this Agreement arises on account of Employee’s “separation from service” (within the meaning of Section 409A) and Treas. Reg. Section 1.409A-1(h)) such payment shall not be made until the first to occur of (i) the date of Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his “separation from service”, but in either case only if he is a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum promptly following the first to occur of the two dates specified in such immediately preceding sentence. (vi) The preceding provisions of this Agreement Section 5(e) shall not be construed as a guarantee by the Company or by any of the Company’s affiliates of any particular tax effect to the contrary, in no event shall Employee with regard to any payment under this Agreement that constitutes “nonqualified deferred compensation” or any other plan, program, arrangement or agreement. Neither the Company nor its affiliates shall be liable to Employee for purposes of any additional tax, penalty or interest imposed under Section 409A be subject to offset by nor for reporting in good faith any other payment as an amount unless otherwise permitted by includible in gross income under Section 409A.

409A Compliance. This Agreement is intended to comply with Code Section 409A (ato the extent applicable) The intent of and the parties is that hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding anything herein to the contrary, neither the Company, Shire plc nor any Affiliated Company shall have any liability to Executive or to any other person if the payments and benefits under provided in this Agreement comply or otherwise are not exempt from or compliant with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the 409A. Executive; (ii) any such ’s right to reimbursement or in-kind benefits shall under this Agreement may not be subject to liquidation liquidated or exchange exchanged for another benefit; any other benefit and (iii) no reimbursement under this Agreement may occur later than the last day of the calendar year immediately following the calendar year in which such reimbursementexpenses were incurred, expenses eligible nor shall the amount available for reimbursement, or in-kind benefits provided in any taxable provided, during one year shall in any way affect the expenses eligible amount available for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes . In addition, the phrase “termination of employment” and similar phrases as used throughout the Agreement shall mean Executive’s “separation from service” within the meaning of Code Section 409A, the and any amounts payable to Executive hereunder upon Executive’s right termination of employment that are treated as “non-qualified deferred compensation” under Code Section 409A shall not be paid to receive Executive until Executive has incurred a separation from service within the meaning of Code Section 409A. To the extent that any installment schedule of notice or severance payments herein would violate Code Section 409A, such schedule shall not apply and any payments subject to such schedule shall be made pursuant to a schedule that complies with Code Section 409A (as reasonably determined by the Company). Each payment made under this Agreement shall be treated as a right to receive a series “separate payment” within the meaning of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this This Agreement shall be interpreted to and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in compliance therewith. In no event shall a manner that is either exempt from or compliant with the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section requirements of Code section 409A or damages for failing to comply with Section 409A.and the regulations and other guidance issued thereunder. (b) A Notwithstanding anything in this Agreement to the contrary, to the extent that the requirements of Code section 409A apply to any amount or benefit that would otherwise be payable or distributable hereunder by reason of your termination of employment, such amount or benefit will not be payable or distributable to you by reason of such circumstance unless the circumstances giving rise to such termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following constitute a termination of employment unless such termination is also a “separation Separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from serviceService.” (c) To Notwithstanding anything in this Agreement to the extent contrary, if any amount or benefit is nonqualified deferred compensation for purposes of Code section 409A that reimbursements would otherwise be payable or other distributable under this Agreement by reason of your Separation from Service, then, subject to any permissible acceleration of payment by the Company under Treas. Reg. section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) If the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day of the seventh month following your Separation from Service; and (ii) If the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your Separation from Service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day of the seventh month following your Separation from Service, whereupon the accumulated amount will be paid or distributed to you on such date and the normal payment or distribution schedule for any remaining payments or distributions will resume. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section that are not exempt from Code section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and , (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any of your taxable year years shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any of your other taxable year. years, provided that the foregoing clause (dii) For purposes of Section 409A, the Executive’s right shall not be violated with regard to receive expenses reimbursed under any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (earrangement covered by Code section 105(b) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.solely because such arrangement

409A Compliance. (a) The intent of parties agree that the parties is that payments and benefits in (a), (b), and (d) under “Consideration” in this Agreement comply with will not be subject to the 6 month delay in payment described in Section 409A andof the Internal Revenue Code and the Treasury Regulations thereunder (“Section 409A”) due to application of the exemptions in Treasury Regulation Section 1.409A-1(b)(9)(iii) (the “two times, accordinglytwo year rule”), Treasury Regulation Section 1.409A-1(b)(4) (the “short-term deferral rule”), and Treasury Regulation Section 1.409A-1(b)(9)(v)(B) (medical benefits). For purposes of Section 409A, the right to the maximum extent permitted, a series of installment payments under this Agreement shall be interpreted treated as a right to be a series of separate payments. “Termination of employment,” or words of similar import, as used in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional taxthis Agreement means, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of payments under this Agreement providing for the payment that are payments of any amounts or benefits upon or following a termination of employment unless such termination is also a deferred compensation subject to Section 409A, Xxxxxxx’ “separation from service” within the meaning as defined in Section 409A. With respect to any reimbursement of Section 409A andexpenses of, for purposes of or any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits to, Xxxxxxx, as specified under this Agreement constitute “nonqualified deferred compensation” for purposes Agreement, such reimbursement of Section 409Aexpenses or provision of in-kind benefits shall be subject to the following conditions: (i1) all such the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other reimbursements hereunder taxable year; (2) the reimbursement of an eligible expense shall be made on or prior to no later than the last day end of the taxable year following after the taxable year in which such expenses were incurred by expense was incurred; and (3) the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties is agree that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in compliance therewith. a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event shall whatsoever will any member of the Company Group, or its subsidiaries any of their respective affiliates or affiliates any directors, officers, agents, attorneys, employees, executives, shareholders, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns of such member of the Company Group or such affiliate be liable for any additional tax, interest or penalty penalties that may be imposed on Executive you under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Code Section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and , (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits benefits, to be provided, provided in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any . Whenever a payment under this Agreement that constitutes specifies a payment period with reference to a number of days (e.g., “nonqualified deferred compensation” for purposes payment shall be made within thirty (30) days following the Termination Date”), the actual date of Section 409A payment within the specified period shall be subject to offset by any other amount unless otherwise permitted by Section 409A.within the sole discretion of the Company.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code (“Code”) Section 409A and409A, accordinglyor satisfy an exemption (e.g., to the maximum extent permittedinvoluntary separation pay) thereunder, and this Agreement shall be administered and interpreted accordingly. To the maximum extent permitted under Code Section 409A, the terms of this Agreement, including, without limitation, “termination” and “termination of employment,” and similar terms, shall be interpreted to be in compliance therewithcomply with Section 409A or an applcicable exemption. In no event whatsoever shall the Company or its subsidiaries or affiliates Corporation be liable for any additional tax, interest or penalty that may be imposed on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of employment shall not be deemed to have occurred for purposes of any provision that term under Code Section 409A(a)(2)(B), then the remainder of this Agreement providing for the Subsection 14(b) shall apply. With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination such payment shall be made on the date which is the earlier of employment” or like terms shall mean “(x) the expiration of the six (6)-month period measured from the date of such ‘separation from service’ of the Executive, and (y) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (ed) Notwithstanding any other provision of this Agreement to the contrary, in In no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.payment pursuant to this Agreement or otherwise.

409A Compliance. (a) The intent parties agree that this Agreement is intended to comply with the requirements of Section 409A of the parties is that payments Code and benefits under the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement comply with Section 409A and, accordingly, to in a manner that does not result in the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for imposition on Executive of any additional tax, penalty, or interest or penalty that may be imposed on Executive under Section 409A 409A, provided, however, that Executive understands and agrees that the Company shall not be held liable or damages responsible for failing to comply any taxes, penalties, interests or other expenses incurred by Executive on account of non-compliance with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Section 409A: (i) , all such expenses or other reimbursements hereunder payments shall be made on or prior to before the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable yearexpense occurred. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall Notwithstanding anything in this Agreement to the Company contrary, any compensation or its subsidiaries or affiliates be liable for any additional tax, interest or penalty benefits payable under this Agreement that may be imposed on Executive is designated under Section 409A or damages for failing to comply with Section 409A. (b) A this Agreement as payable upon Employee’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits payable only upon or following a termination of employment unless such termination is also a Employee’s “separation from service” with the Company within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to (a “termination,” “termination of employment” or like terms shall mean “separation Separation from service.Service” (c) To the extent that reimbursements or other in-kind benefits under ). Notwithstanding anything in this Agreement constitute to the contrary, if Employee is deemed by the Company at the time of Employee’s Separation from Service to be a “nonqualified deferred compensationspecified employee” for purposes of Section 409A: , to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Section 409A period, all such expenses or other reimbursements hereunder payments deferred pursuant to the preceding sentence shall be made on paid in a lump sum to Employee (or prior Employee’s estate or beneficiaries), and any remaining payments due to Employee under this Agreement shall be paid as otherwise provided herein. To the last day extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of the taxable year following the taxable year in which such the expense was incurred. Provided that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses were incurred by reimbursed in one year shall not affect the Executive; (iiamount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) any such of the Code, and Employee’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive. Employee’s right to receive any installment payments pursuant to under this Agreement Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment as permitted under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless 409A. Except as otherwise permitted by under Section 409A.409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. [Signature page follows]

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company NBTB, NBT Bank, or its subsidiaries any of their directors, officers, employees, or affiliates agents be liable for any additional tax, interest interest, or penalty that may be imposed on Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of 409A. Notwithstanding any other provision of this Agreement providing for to the contrary, in no event shall any payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, under this Agreement that constitutes "deferred compensation" for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not 409A be subject to liquidation or exchange for another benefit; and (iii) no such reimbursementoffset, expenses eligible for reimbursementcounterclaim, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in recoupment by any other taxable year. (d) amount payable to Executive unless otherwise permitted by Code Section 409A. For purposes of Code Section 409A, the Executive’s 's right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (eb) Notwithstanding any other provision of this Agreement payment schedule provided herein to the contrary, in no event if Executive is deemed on the Termination Date a "specified employee" within the meaning of that term under Code Section 409A, then each of the following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of Executive's "separation from service," and (B) the date of Executive's death (the "Delay Period"), to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement that constitutes “nonqualified deferred compensation” shall be paid or provided in accordance with the normal payment dates specified for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.them herein; and

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this This Agreement shall be interpreted to and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in compliance therewith. In no event shall a manner that is either exempt from or compliant with the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section requirements of Code section 409A or damages for failing to comply with Section 409A.and the regulations and other guidance issued thereunder. (b) A Notwithstanding anything in this Agreement to the contrary, to the extent that the requirements of Code section 409A apply to any amount or benefit that would otherwise be payable or distributable hereunder by reason of your termination of employment, such amount or benefit will not be payable or distributable to you by reason of such circumstance unless the circumstances giving rise to such termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following constitute a termination of employment unless such termination is also a “separation Separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from serviceService.” (c) To Notwithstanding anything in this Agreement to the extent contrary, if any amount or benefit is nonqualified deferred compensation for purposes of Code section 409A that reimbursements would otherwise be payable or other distributable under this Agreement by reason of your Separation from Service, then, subject to any permissible acceleration of payment by the Company under Treas. Reg. section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) If the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day of the seventh month following your Separation from Service; and (ii) If the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your Separation from Service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day of the seventh month following your Separation from Service, whereupon the accumulated amount will be paid or distributed to you on such date and the normal payment or distribution schedule for any remaining payments or distributions will resume. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section that are not exempt from Code section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and , (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.,

409A Compliance. (a) The intent of the parties is agree that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in compliance therewith. a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event shall whatsoever will any member of the Company Group, or its subsidiaries any of their respective affiliates or affiliates any directors, officers, agents, attorneys, employees, executives, shareholders, members, managers, trustees, fiduciaries, representatives, principals, accountants, insurers, successors or assigns of such member of the Company Group or such affiliate be liable for any additional tax, interest or penalty penalties that may be imposed on Executive you under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration Xxxx Xxxxxx September 28, 2012 of the six (6)-month period measured from the date of your “separation from service” and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Code Section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and , (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits benefits, to be provided, provided in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any . Whenever a payment under this Agreement that constitutes specifies a payment period with reference to a number of days (e.g., “nonqualified deferred compensation” for purposes payment shall be made within thirty (30) days following the Termination Date”), the actual date of Section 409A payment within the specified period shall be subject to offset by any other amount unless otherwise permitted by Section 409A.within the sole discretion of the Company.

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this the Agreement comply with or be exempt from Section 409A andof the Internal Revenue Code of 1986, accordinglyas amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and the Company shall have complete discretion to interpret and construe the maximum extent permitted, Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If this Agreement (or any award of compensation, including, without limitation, equity compensation or benefits) does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted to be in compliance therewith. In no event shall by the Company or its subsidiaries or affiliates be liable for any additional taxin a manner consistent with such intent, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) as determined in the discretion of the Company. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean such a “separation from service.” (c” The determination of whether and when a separation from service has occurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) To of the Treasury Regulations. Any provision of this Agreement to the contrary notwithstanding, if the Company determines that you are a “specified employee” within the meaning of Code Section 409A, then to the extent any payment or benefit that reimbursements or other in-kind benefits you become entitled to under this Agreement constitute “on account of such separation from service would be considered nonqualified deferred compensation” for purposes of compensation under Code Section 409A: , such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to you in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Any reimbursements provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall any fees, expenses or other reimbursements hereunder shall amounts eligible to be made on or prior to reimbursed by the Company under this Agreement be paid later than the last day of the taxable calendar year next following the taxable calendar year in which such the applicable fees, expenses or other amounts were incurred by the Executiveincurred; (ii) the amount of expenses eligible for reimbursement in any such right given calendar year shall not affect the expenses that the Company is obligated to reimbursement or in-kind benefits reimburse in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to liquidation a limit related to the period the arrangement is in effect; (iii) your right to have the Company pay or exchange provide such reimbursements may not be liquidated or exchanged for another any other benefit; and (iiiiv) in no event shall the Company’s obligations to make such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) reimbursements apply later than your remaining lifetime. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any . Whenever a payment under this Agreement that constitutes specifies a payment period with reference to a number of days (for example, “nonqualified payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability if any provisions of this Agreement are determined to constitute deferred compensation” for purposes of compensation subject to Code Section 409A be subject to offset by any other amount unless otherwise permitted by but do not satisfy an exemption from, or the conditions of, Code Section 409A.

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this Performance Equity Award Agreement comply with or be exempt from Section 409A andof the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and KBW shall have complete discretion to interpret and construe this Performance Equity Award Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, accordinglysuch as imprecision in drafting, any provision of this Performance Equity Award Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to the maximum extent permitted, this Agreement its exemption from (or compliance with) Code Section 409A and shall be interpreted to be by KBW in compliance therewitha manner consistent with such intent, as determined in the discretion of KBW. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Performance Equity Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Performance Equity Award Agreement, references to a “termination,” “termination of employment” or like terms shall mean “such a separation from service.” (c” The determination of whether and when a separation from service has occurred for proposes of this Performance Equity Award Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) To of the Treasury Regulations. Any provision of this Performance Equity Award Agreement to the contrary notwithstanding, if at the time of the your separation from service, KBW determines that you are a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment that reimbursements or other in-kind benefits you are entitled to under this Performance Equity Award Agreement constitute “on account of your separation from service would be considered nonqualified deferred compensation” for purposes of compensation under Code Section 409A: , such payment shall be paid at the date which is the earlier of (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last six (6) months and one day of the taxable year following the taxable year in which such expenses were incurred by the Executive; after your separation from service and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 10 shall be paid to you in a lump-sum. KBW makes no representation or warranty and shall have no liability to you or any such right other person if any provisions of this Performance Equity Award Agreement are determined to reimbursement or in-kind benefits shall not be constitute deferred compensation subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, but do not satisfy an exemption from, or the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contraryconditions of, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Compliance. (a) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall Notwithstanding anything in this Agreement to the Company contrary, any compensation or its subsidiaries or affiliates be liable for any additional tax, interest or penalty benefits payable under this Agreement that may be imposed on Executive is designated under Section 409A or damages for failing to comply with Section 409A. (b) A this Agreement as payable upon Employee’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits payable only upon or following a termination of employment unless such termination is also a Employee’s “separation from service” with the Company within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to (a “termination,” “termination of employment” or like terms shall mean “separation Separation from service.Service” (c) To the extent that reimbursements or other in-kind benefits under ). Notwithstanding anything in this Agreement constitute to the contrary, if Employee is deemed by the Company at the time of Employee’s Separation from Service to be a “nonqualified deferred compensationspecified employee” for purposes of Section 409A: , to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Section 409A period, all such expenses or other reimbursements hereunder payments deferred pursuant to the preceding sentence shall be made on paid in a lump sum to Employee (or prior Employee’s estate or beneficiaries), and any remaining payments due to Employee under this Agreement shall be paid as otherwise provided herein. To the last day extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of the taxable year following the taxable year in which such the expense was incurred. Provided that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses were incurred by reimbursed in one year shall not affect the Executive; (iiamount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) any such of the Code, and Employee’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive. Employee’s right to receive any installment payments pursuant to under this Agreement Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment as permitted under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless 409A. Except as otherwise permitted by under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

409A Compliance. (ai) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. (ii) The intent Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the parties Code. (iii) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, which is that payments and benefits determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement comply with as an amount includible in gross income under Section 409A andof the Code. (iv) For purposes of Section 409A of the Code, accordingly, the right to the maximum extent permitted, a series of installment payments under this Agreement shall be interpreted treated as a right to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A.a series of separate payments. (bv) A termination With respect to any reimbursement of employment shall not be deemed to have occurred for purposes of expenses of, or any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits to, Executive, as specified under this Agreement constitute “nonqualified deferred compensation” for purposes Agreement, such reimbursement of Section 409Aexpenses or provision of in-kind benefits shall be subject to the following conditions: (i1) all such the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other reimbursements hereunder taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made on or prior to no later than the last day end of the taxable year following after the taxable year in which such expenses were incurred by expense was incurred; and (3) the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (dvi) For purposes of Section 409A409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement Date of Termination shall be treated construed as the date Executive first incurs a right to receive a series “separation from service” as defined under Section 409A of separate and distinct paymentsthe Code. (evii) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any If a payment obligation under this Agreement that constitutes arises on account of Executive’s termination of employment while he is a “nonqualified specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” for (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall accrue with interest and shall be made within 15 days after the end of the six-month period beginning on the date of such termination of employment or, if earlier, within 15 days after appointment of the personal representative or executor of Executive’s estate following his death. For purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.the preceding sentence, interest shall accrue at the prime rate of interest published in the northeast edition of The Wall Street Journal on the date of Executive’s termination of employment.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this This Agreement shall be interpreted to and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in compliance therewith. In no event shall a manner that is either exempt from or compliant with the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section requirements of Code section 409A or damages for failing to comply with Section 409A.and the regulations and other guidance issued thereunder. (b) A Notwithstanding anything in this Agreement to the contrary, to the extent that the requirements of Code section 409A apply to any amount or benefit that would otherwise be payable or distributable hereunder by reason of your termination of employment, such amount or benefit will not be payable or distributable to you by reason of such circumstance unless the circumstances giving rise to such termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following constitute a termination of employment unless such termination is also a “separation Separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from serviceService.” (c) To Notwithstanding anything in this Agreement to the extent contrary, if any amount or benefit is nonqualified deferred compensation for purposes of Code section 409A that reimbursements would otherwise be payable or other distributable under this Agreement by reason of your Separation from Service, then, subject to any permissible acceleration of payment by the Company under Treas. Reg. section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) If the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day of the seventh month following your Separation from Service; and (ii) If the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your Separation from Service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day of the seventh month following your Separation from Service, whereupon the accumulated amount will be paid or distributed to you on such date and the normal payment or distribution schedule for any remaining payments or distributions will resume. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section that are not exempt from Code section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and , (iiiii) no such reimbursement, the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any of your taxable year years shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any of your other taxable year. years, provided that the foregoing clause (dii) For purposes shall not be violated with regard to expenses reimbursed under any arrangement covered by Code section 105(b) solely because such arrangement provides for a limit on the amount of Section 409A, expenses that may be reimbursed over some or all of the Executive’s right to receive any installment period the arrangement is in effect and (iii) such payments pursuant to this Agreement shall be treated as a right to receive a series made on or before the last day of separate and distinct paymentsyour taxable year following the taxable year in which the expenses was incurred. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent Notwithstanding any other provision in this Agreement, the Bank, Origin and Executive intend for this Agreement to comply in all respects with the provisions of Section 409A of the parties is that payments Code and benefits under Treasury Regulations and other guidance issued thereunder. Each provision and term of this Agreement should be interpreted accordingly. If any provision or term of this Agreement would be prohibited by or be inconsistent with Section 409A of the Code, then such provision shall be deemed to be conformed to comply with Section 409A andof the Code or, accordinglyif it is not possible to conform the provision to comply with Section 409A, such provision shall be null and void to the extent, and only to the extent, required for this Agreement to be in compliance with Section 409A of the Code without affecting the remainder of this Agreement. Notwithstanding any other provision in this Agreement to the contrary, the Bank and/or Origin shall have the right, with the consent of Executive, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the maximum extent permitted, Code. (b) Any reimbursement of any costs and expenses by the Bank and/or Origin to Executive under this Agreement shall be interpreted to be made in compliance therewith. In no event shall later than the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination close of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the Executive's taxable year following the taxable year in which such expenses were the cost or expense is incurred by Executive. The expenses incurred by Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by Executive in any other calendar year that are eligible for reimbursement hereunder and Executive; (ii) any such 's right to receive any reimbursement or in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable yearbenefit. (dc) For purposes of Section 409A, the Executive’s right to Each payment that Executive may receive any installment payments pursuant to under this Agreement shall be treated as a right to receive a series of “separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” payment" for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.of the Code.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive Employee under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the ExecutiveEmployee; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the ExecutiveEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties is that All payments and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A andof the Code and regulations promulgated thereunder (“Section 409A”). To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A, accordinglythe Company reserves the right to modify this Agreement to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be subject to an “additional tax” under Section 409A. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the maximum extent permitted, any provision in this Agreement shall must be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing modified to comply with Section 409A. (b) A termination of employment 409A, such provision shall not be deemed read in such a manner so that no payment due to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Employee shall be subject to an “separation from serviceadditional tax” within the meaning of Section 409A and, for purposes 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the last day of Employee’s employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such provision date if not for such restriction. Each payment in a series of this Agreement, references payments hereunder shall be deemed to be a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” separate payment for purposes of Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A: , including, where applicable, the requirement that (i) all such any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other reimbursements hereunder shall calendar year, (iii) the reimbursement of an eligible expense will be made on or prior to before the last day of the taxable calendar year following the taxable year in which such expenses were incurred by the Executive; expense is incurred, and (iiiv) any such the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) . Notwithstanding any other provision of this Agreement anything contained herein to the contrary, in no event Employee shall any payment under this Agreement that constitutes “nonqualified deferred compensation” not be considered to have terminated employment with the Company for purposes of Section 409A 10 unless Employee would be subject considered to offset by any other amount unless otherwise permitted by Section 409A.have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).

409A Compliance. If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-l(i) as of the date of the Executive’s separation from service, then Executive shall not be entitled to any Severance Payments or other benefits pursuant to Section 7 of this Agreement until the earlier of (a) The intent the date which is six (6) months after the date of Executive’s separation from service or (ii) the parties is that payments date of Executive’s death. This paragraph shall only apply if, and benefits under this Agreement to the extent, required in order to comply with Section 409A andof the Code. Any amounts otherwise payable to Executive upon or in the six-month period following Executive’s separation from service that are not so paid by reason of this paragraph shall be paid to Executive (or Executive’s estate, accordinglyas the case may be) as soon as practicable (and in all events within twenty (20) days) after the expiration of such six-month period or (if applicable, the date of Executive’s death), and any remaining payments due to the maximum extent permitted, Executive under this Agreement shall be interpreted to be in compliance therewithpaid as otherwise provided herein. In no event shall For the Company or its subsidiaries or affiliates be liable for any additional taxpurposes of this Agreement, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A a “termination of employment employment” or words of like import shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also mean a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references the Code and the regulations issued thereunder. Any taxable reimbursements pursuant to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder 4 shall be made paid to Executive on or prior to before the last day of the Executive’s taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right related expense was incurred. Reimbursements pursuant to reimbursement or in-kind benefits shall Section 4 are not be subject to liquidation or exchange for another benefit; benefit and (iii) no the amount of such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided that Executive receives in any one taxable year shall in any way not affect the expenses eligible for reimbursement, amount of such reimbursements or in-kind benefits to be provided, that Executive may receive in any other taxable year. (d) For . Each of the payments that may be made under this Agreement following Executive’s termination of employment shall be deemed to be a separate payment for purposes of applying Section 409A, 409A. It is intended that any amounts payable under this Agreement and the Company’s and Executive’s right exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Notwithstanding the foregoing, Executive shall bear the cost of any failure to receive any installment payments pursuant comply with Section 409A of the Code, unless and except to the extent that such tax, penalty or interest is incurred by reason of the Company’s willful breach of the provisions of this Agreement. Any tax gross-up payment provided for under the last sentence of Section 5 of this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes be paid to Executive later than the December 31 of Section 409A be subject to offset the calendar year following the calendar year in which such taxes are remitted by any other amount unless otherwise permitted by Section 409A.Executive.

409A Compliance. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for Notwithstanding any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any other provision of this Agreement providing for Separation Agreement, because the payment of any amounts or benefits upon or following a termination of employment unless such termination Executive is also a “separation from servicespecified employee” of the Company (within the meaning of Section 409A andof the Internal Revenue Code of 1986, as amended, (“Code Section 409A”)) as of the Termination Date, any payments described in this Separation Agreement to which the Executive may become entitled under this Separation Agreement that are subject to Code Section 409A (and not otherwise exempt from its application) will be withheld and instead paid (without interest) in a lump-sum on the date that is six (6) months and one (1) day following the Termination Date. Any other payments and benefits due under this Separation Agreement shall be paid or provided in accordance with the normal payment dates specified for purposes them herein. To the extent applicable, it is intended that this Separation Agreement comply with or be exempt from the provisions of Code Section 409A, and this Separation Agreement shall be construed and administered in a manner consistent with this intent. The preceding shall not be construed as a guarantee or representation of any such provision particular tax effect for the Executive’s compensation and benefits, and the Company does not guarantee or represent that any compensation or benefits provided under this Separation Agreement will satisfy or be exempt from the provisions of Code Section 409A. To the extent that any payment or benefit under this Agreement, references Separation Agreement constitutes non-qualified deferred compensation subject to a “termination,” “Code Section 409A and is payable to the Executive by reason of the Executive’s termination of employment” , then such payment or like terms benefit shall mean be made or provided to the Executive only upon the Executive’s “separation from service.” (c) To ” as defined in Code Section 409A. Each payment under this Separation Agreement will be considered a “separate payment” under and for purposes of Code Section 409A. In no event may the extent that Executive, directly or indirectly, designate the calendar year of any payment to be made under this Separation Agreement, which constitutes non-qualified deferred compensation within the meaning of Code Section 409A. With respect to any expenses eligible for reimbursement under this Separation Agreement, such expenses will be reimbursed by the Company no later than December 31 of the year following the year in which the Executive incurs the related expenses. In no event shall any reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall to be made on or prior to provided by the last day of the Company in one taxable year following affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year in which such expenses were incurred by year, nor will the Executive; (ii) any such ’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect . To the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of extent required under Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any the timing of the Executive’s execution of a release of claims, directly or indirectly, result in the Executive designating the calendar year of payment, and if payment under of deferred compensation subject to Code Section 409A pursuant to this Separation Agreement that constitutes “nonqualified deferred compensation” is subject to execution of the release of claims could be made in more than one taxable year, based on timing of the execution of the release, payment shall be made in the later taxable year. In no event shall the Company be liable for purposes of any additional tax, interest, or penalties that may be imposed on the Executive under Code Section 409A be subject or any damages, expenses, fees, or other liabilities for failing to offset by any other amount unless otherwise permitted by comply with Code Section 409A. The Company and the Executive will cooperate in taking such actions as the parties may reasonably agree upon to assure that this Separation Agreement will meet the requirements of Code Section 409A.

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and, accordingly, and the Company shall have complete discretion to the maximum extent permitted, interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted to be in compliance therewith. In no event shall by the Company or its subsidiaries or affiliates be liable for any additional taxin a manner consistent with such intent, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) as determined in the discretion of the Company. A termination of employment or other Termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment or other Termination of Service unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “Termination of Service” or like terms shall mean a “separation from service.” (c) To ” from the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” Company. The determination of whether and when a separation from service has occurred for purposes proposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series made in accordance with the presumptions set forth in Section 1.409A-1(h) of separate and distinct payments. (e) Notwithstanding any other the Treasury Regulations. Any provision of this Agreement to the contrarycontrary notwithstanding, in no event shall if at the time of Employee’s separation from service, the Company determines that Employee is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment that Employee is entitled to under this Agreement that constitutes “on account of Employee’s separation from service would be considered nonqualified deferred compensation” for purposes compensation under Code Section 409A, such payment shall be paid at the date which is the earlier of Section 409A (i) six (6) months and one day after Employee’s separation from service and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this § 13 shall be paid to Employee in a lump-sum. The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to offset by any other amount unless otherwise permitted by Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A.

409A Compliance. (a) The intent of the parties is intend that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and the Company shall have complete discretion to the maximum extent permitted, interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted to be in compliance therewith. In no event shall by the Company or its subsidiaries or affiliates be liable for any additional taxin a manner consistent with such intent, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A. (b) as determined in the discretion of the Company. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” The determination of whether and when a separation from service has occurred for purposes proposes of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series made in accordance with the presumptions set forth in Section 1.409A-1(h) of separate and distinct payments. (e) Notwithstanding any other the Treasury Regulations. Any provision of this Agreement to the contrarycontrary notwithstanding, in no event shall if at the time of Employee’s separation from service, the Company determines that Employee is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment that Employee is entitled to under this Agreement that constitutes “on account of Employee’s separation from service would be considered nonqualified deferred compensation” for purposes compensation under Code Section 409A, such payment shall be paid at the date which is the earlier of (i) six (6) months and one day after Employee’s separation from service and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 409A 12 shall be paid to Employee in a lump-sum. The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to offset by any other amount unless otherwise permitted by Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A.

409A Compliance. (a) The intent Employers and Executive intend that this Agreement be drafted and administered in compliance with Section 409A of the parties is that Code, including, but not limited to, any future amendments thereto, and any other IRS or other governmental rulings or interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject Executive to payment of interest or any additional tax under Section 409A. The Employers and Executive intend for any payments and benefits under this Agreement comply with to satisfy either the requirements of Section 409A andor to be exempt from the application of Section 409A, and the Employers and Executive shall construe and interpret this Agreement accordingly. In furtherance of such intent, if payment or provision of any amount or benefit under this Agreement that is subject to Section 409A at the time specified in this Agreement would subject such amount or benefit to any additional tax under Section 409A, the Employers shall postpone payment or provision of such amount or benefit to the earliest commencement date on which the Employers can make such payment or provision of such amount or benefit without incurring such additional tax. In addition, to the maximum extent permittedthat any IRS guidance issued under Section 409A would result in Executive being subject to the payment of interest or any additional tax under Section 409A, the Employers and Executive agree, to the extent reasonably possible, to amend this Agreement shall be interpreted in order to be in compliance therewith. In no event shall avoid the Company or its subsidiaries or affiliates be liable for imposition of any additional tax, such interest or penalty that may additional tax under Section 409A. Any such amendment shall have the minimum economic effect necessary and be imposed on Executive determined reasonably and in good faith by the Employers and Executive. (b) If a payment under this Agreement does not qualify as a short-term deferral under Section 409A or damages for failing any similar or successor provisions, and Executive is a Specified Employee as of Executive’s Termination Date, the Employers may not make such distributions to comply with Executive before a date that is six months after the date of Executive’s Termination Date or, if earlier, the date of Executive’s death (the “Six-Month Delay”). The Employers shall accumulate payments to which Executive would otherwise be entitled during the first six months following the Termination Date (the “Six-Month Delay Period”) and make such payments on the first day of the seventh month following Executive’s Termination Date. Notwithstanding the Six-Month Delay set forth in this Section 409A.21(b): (bi) A termination To the maximum extent Section 409A or any similar or successor provisions permit, during each month of employment shall not the Six-Month Delay Period, the Employers will pay Executive an amount equal to the lesser of (A) the total monthly Severance Benefits or (B) one-sixth of the lesser of (1) the maximum amount that Section 401(a)(17) permits to be deemed to have occurred for purposes of any provision of this Agreement providing taken into account under a qualified plan for the payment year in which Executive’s Termination Date occurs and (2) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Employers for the taxable year of Executive preceding the taxable year of Executive in which Executive’s Termination Date occurs, adjusted for any amounts increase during that year that the parties expected to continue indefinitely if Executive’s Termination Date has not occurred; and (ii) To the maximum extent Section 409A, or benefits upon any similar or successor provisions, permits within ten days following a termination of employment unless such termination is also a “separation from service” within Executive’s Termination Date, the meaning of Employers shall pay Executive an amount equal to the applicable dollar amount under Section 409A and, 402(g)(1)(B) for the year in which Executive’s Termination Date occurred. (iii) For purposes of any such provision of this Agreement, references to a “termination,Specified Employee” has the meaning given that term in Section 409A or any similar or successor provisions. The Employers’ “termination specified employee identification date” as described in Section 409A will be December 31 of employmenteach year, and the Employers’ “specified employee effective date” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes as described in Section 409A will be February 1 of Section 409A: (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable each succeeding year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent of the parties Parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent such potential payments or benefits could become subject to such additional taxes under Section 409A, the Parties shall cooperate to attempt to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on the Executive under Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: , (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; , (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct paymentspayments and each payment shall be treated as a separate payment. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

409A Compliance. (a) The intent parties agree that this Agreement is intended to comply with the requirements of Section 409A of the parties is that payments Code and benefits under the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company ​ ​ shall undertake to administer, interpret, and construe this Agreement comply with Section 409A and, accordingly, to in a manner that does not result in the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for imposition on Executive of any additional tax, penalty, or interest or penalty that may be imposed on Executive under Section 409A 409A, provided, however, that Executive understands and agrees that the Company shall not be held liable or damages responsible for failing to comply any taxes, penalties, interests or other expenses incurred by Executive on account of non-compliance with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Section 409A: (i) , all such expenses or other reimbursements hereunder payments shall be made on or prior to before the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.expense occurred. ​ ​

409A Compliance. (a) The intent parties agree that this Agreement is intended to comply with the requirements of Section 409A of the parties is that payments Code and benefits under the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement comply with Section 409A and, accordingly, to in a manner that does not result in the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for imposition on Executive of any additional tax, penalty, or interest or penalty that may be imposed on Executive under Section 409A 409A, provided, however, that Executive understands and agrees that the Company shall not be held liable or damages responsible for failing to comply any taxes, penalties, interests or other expenses incurred by Executive on account of non-compliance with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of ​ such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent With regard to any provision herein that reimbursements provides for reimbursement of costs and expenses or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of benefits, except as permitted by Section 409A: (i) , all such expenses or other reimbursements hereunder payments shall be made on or prior to before the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.expense occurred. ​

409A Compliance. (a) The intent of the parties It is intended that payments and benefits under this Agreement comply with Section 409A andof the Code and the Treasury Regulations and IRS guidance thereunder (collectively referred to as “Section 409A”). Notwithstanding anything to the contrary, accordinglythis Agreement shall, to the maximum extent permittedpossible, this Agreement shall be administered, interpreted to be and construed in compliance therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply a manner consistent with Section 409A. (b) A termination of employment shall not be deemed to have occurred 409A. To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the Term or thereafter provides for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicedeferral of compensation” within the meaning of Section 409A andof the Code, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A: (i) all the amount of the benefit provided thereunder in a taxable year of the Executive shall not affect the amount of such expenses benefit provided in any other taxable year of the Executive (except that a plan providing medical or other reimbursements hereunder health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) any portion of such benefit provided in the form of a reimbursement shall be made paid to the Executive on or prior to before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense was incurred, and (iii) such expenses were incurred by the Executive; (ii) any such right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. benefit. For all purposes under this Agreement, reference to the Executive’s “termination of employment” (dand corollary ​ terms) For purposes from the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) from the Company to the extent necessary to comply with and avoid imposition on the Executive of any tax penalty imposed under, Section 409A. If the Executive is a “specified employee” within the meaning of Section 409A, any payment required to be made to the Executive hereunder upon or following the Executive’s right to receive date of termination for any installment payments pursuant to this Agreement shall be treated reason other than death or “disability” (as a right to receive a series such terms are used in Section 409A(a)(2) of separate and distinct payments. (ethe Code) Notwithstanding any other provision of this Agreement shall, to the contraryextent necessary to comply with and avoid imposition on the Executive of any tax penalty imposed under, Section 409A, be delayed and paid in no event shall any payment a single lump sum during the ten (10) day period following the six (6) month anniversary of the date of termination. Any severance payments or benefits under this Agreement that constitutes “nonqualified would be considered deferred compensation” for purposes of compensation under Section 409A will be subject to offset paid on, or, in the case of installments, will not commence until, the sixty-second (62nd) day following separation from service, or, if later, such time as is required by any other amount unless otherwise permitted the preceding sentence or by Section 409A.409A. Any installment payments that would have been made to the Executive during the sixty-two (62)-day period immediately following the Executive’s separation from service but for the preceding sentence will be paid to the Executive on the sixty-second (62nd) day following the Executive’s separation from service and the remaining payments shall be made as provided in this Agreement.