Common use of 409A Provisions Clause in Contracts

409A Provisions. (a) The intent of the 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. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise exempt from the requirements of Section 409A of the Internal Revenue Code shall not be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar year. (d) To the 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 year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (e) Employee’s right to receive any installment payments under this 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code, or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code shall as of the Date of Termination, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not be provided or paid on otherwise qualify under the date such benefit or payment is otherwise required to be provided or paidexemptions under Treas. InsteadRegs. Section 1.409A-1 (including without limitation, the payment of all such amounts short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be accumulated delayed and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date or provided within thirty (or, if earlier, within fifteen (1530) days following Employee’s date the earlier of death). All benefits or payments otherwise required to be provided or paid on or after (i) the date that which is six (6) months after the Executive’s separation from service (as defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall not be affected by the preceding sentence, and Date of Termination for purposes of this Agreement. Each separately identified amount to which Executive is entitled under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In addition, to the extent possible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided and paid under this Agreement shall be made or provided in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employeethat, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive the contrary, the Company and its officers, directors, employees, agents, and representatives make no guarantee or representation that the payments or benefits provided under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, and none of the foregoing shall have any installment payments under liability or other obligation to indemnify or hold harmless Executive or any beneficiary of Executive for any Tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of this Agreement, including without limitation or any continuation salary payments that are payable on Company payroll datesamendment or modification thereof, shall be treated as a right or any other action taken with respect thereto, is deemed to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion violate any of the Companyrequirements of Section 409A of the Code.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment earlier of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after (i) the date that which is six (6) months after the Executive’s separation from service date (oras defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, if earlier, within fifteen and (15ii) days following Employee’s the date of Executive’s death). All benefits Notwithstanding anything in this Agreement or payments elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise required shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a “deferral of compensation” within the meaning of Section 409A of the Code. Any amounts or benefits otherwise payable to Executive following a termination of employment that are not so paid by reason of this Section 15(g) shall be paid or provided or paid on or as soon as practicable, and in any event within thirty (30) days, after the date that is six (6) months after the Executive’s separation from service (or, if earlier, from the date shall not be affected by the preceding sentence, of Executive’s death). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employeethat, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive any installment payments under the contrary, the Company and its officers, directors, employees, agents, and representatives make no guarantee that the terms of this AgreementAgreement complies with, including without limitation any continuation salary payments that are payable on Company payroll datesor is exempt from, shall be treated as a right to receive a series the provisions of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Code Section 409A, no payment hereunder and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to exempt from, the provisions of Code Section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. Notwithstanding any other provision herein: (a) The intent of the Parties is parties hereto intend 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.therewith or exempt therefrom. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. (b) For all purposes of determining Employee’s entitlement this Agreement, references herein to any compensation payable upon his “termination,” “termination of employment with the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date Employment Period,” “resignation” or other terms of Employee’s similar import shall in each case mean a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise exempt from the requirements of Section 409A of the Internal Revenue Code shall not be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit.409A. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution For purposes of the Release shall not be paid earlier than the first day of the second calendar year. (d) To the 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 year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (e) EmployeeExecutive’s right to receive any installment payments under payment pursuant to this Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, Agreement 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. (d) In no event shall any payment as permitted under Section 409A. Except as otherwise permitted under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A, no payment hereunder shall as determined by the Board of Directors in its sole discretion, be accelerated or deferred subject to offset unless such acceleration or deferral would not result in additional tax or interest pursuant to otherwise permitted by Section 409A. (fe) Whenever a payment To the extent that reimbursements or other in-kind benefits under this Agreement specifies a payment period with reference to a number constitute “nonqualified deferred compensation” for purposes of daysCode Section 409A, the actual date of payment within the specified period (i) all expenses or other reimbursements hereunder shall be within made on or prior to the sole discretion last day of the Companytaxable year following the taxable year in which such expenses were incurred by Executive, (ii) any 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.

409A Provisions. (ai) The intent of Notwithstanding anything herein to the Parties contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement comply with or set forth herein either shall either be exempt from Section 409A the requirements of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) , or shall comply with the requirements of Code Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith.with Code Section 409A. (bii) For purposes If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of determining Employee’s entitlement to this Agreement (or of any award of compensation payable upon or benefit, including equity compensation or benefits provided herein or at any time during his termination of employment with the Company) would cause the Executive to incur any additional tax or interest under Code Section 409A or the Company independently makes such determination, the Company shall, after consulting with Executive, reform such provision (or award of compensation or benefit) to attempt to comply with or be exempt from Code Section 409A through good faith modifications to the minimum extent reasonably appropriate. To the extent that any provision hereof (or award of compensation or benefit) is subject modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company without violating the provisions of Section 409A. (iii) Notwithstanding any provision in this Agreement or elsewhere to the contrary, if any, Employee’s employment will be on his Date of Termination Executive is deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. If Employee is be a “specified employee” within the meaning of Code Section 409A and using the identification methodology selected by the Company as from time to time, or if none, the default methodology under Code Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to Executive in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such datedelay) with interest at the prime rate as published in the Wall Street Journal on the first business day on or following the Date of Termination, any such benefit or payment that Employee is entitled to receive before on the earlier of (i) the date that which is six (6) months and one (1) day after the Executive’s separation from service date that (as such term is not otherwise exempt from the requirements of defined in Code Section 409A of the Internal Revenue Code shall not be provided or paid on 409A) for any reason other than death, and (ii) the date such benefit or payment is otherwise required to be provided or paid. Insteadof Executive’s death, the payment of all such amounts and any remaining payments and benefits shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the normal payment schedule otherwise applicable to dates specified for such payment or benefit. (civ) Notwithstanding anything in this Agreement or elsewhere to the contrary in contrary, 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 constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of Executive’s 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, if references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the specified period during which date of such separation from service shall be the Release may be returned and become effective spans two calendar years, Date of Termination for purposes of any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar yearsuch payment or benefits. (dv) To the extent that any reimbursements Each payment under this Agreement or otherwise (including any installment payments) shall be treated as a separate payment for purposes of Code Section 409A. (vi) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. (vii) All expenses or other reimbursements paid pursuant to Section 4(g) hereof or otherwise that are subject taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of (i) the year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (eii) Employeethe amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) 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 Executive’s right taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to receive any installment payments under this Agreement, including without limitation any continuation salary payments a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are payable on Company payroll datesthe subject of the audit or litigation are remitted to the taxing authority, shall or, if no taxes are to 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of daysremitted, the actual date of payment within the specified period shall be within the sole discretion end of the Companycalendar year following the calendar year in which the audit or litigation is completed.

409A Provisions. (ai) The intent of Notwithstanding anything herein to the Parties contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement comply with or set forth herein either shall either be exempt from Section 409A the requirements of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) , or shall comply with the requirements of Code Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith.with Code Section 409A. (bii) For purposes If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of determining Employee’s entitlement to this Agreement (or of any award of compensation payable upon or benefit, including equity compensation or benefits provided herein or at any time during his termination of employment with the Company) would cause the Executive to incur any additional tax or interest under Code Section 409A or the Company independently makes such determination, the Company shall, after consulting with Executive, reform such provision (or award of compensation or benefit) to attempt to comply with or be exempt from Code Section 409A through good faith modifications to the minimum extent reasonably appropriate. To the extent that any provision hereof (or award of compensation or benefit) is subject modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company without violating the provisions of Section 409A. (iii) Notwithstanding any provision in this Agreement or elsewhere to the contrary, if any, Employee’s employment will be on his Date of Termination Executive is deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. If Employee is be a “specified employee” within the meaning of Code Section 409A and using the identification methodology selected by the Company as from time to time, or if none, the default methodology under Code Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to Executive in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such datedelay) with interest at the prime rate as published in the Wall Street Journal on the first business day on or following the Date of Termination, any such benefit or payment that Employee is entitled to receive before on the earlier of (i) the date that which is six (6) months and one (1) day after the Executive’s separation from service date that (as such term is not otherwise exempt from the requirements of defined in Code Section 409A of the Internal Revenue Code shall not be provided or paid on 409A) for any reason other than death, and (ii) the date such benefit or payment is otherwise required to be provided or paid. Insteadof Executive’s death, the payment of all such amounts and any remaining payments and benefits shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the normal payment schedule otherwise applicable to dates specified for such payment or benefit. (civ) Notwithstanding anything in this Agreement or elsewhere to the contrary in contrary, 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 constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of Executive’s 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, if references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the specified period during which date of such separation from service shall be the Release may be returned and become effective spans two calendar years, Date of Termination for purposes of any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar yearsuch payment or benefits. (dv) To the extent that any reimbursements Each payment under this Agreement or otherwise (including any installment payments) shall be treated as a separate payment for purposes of Code Section 409A. (vi) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. (vii) All expenses or other reimbursements paid pursuant to Section 4(e) hereof or otherwise that are subject taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of (i) the year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (eii) Employeethe amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) 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 Executive’s right taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to receive any installment payments under this Agreement, including without limitation any continuation salary payments a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are payable on Company payroll datesthe subject of the audit or litigation are remitted to the taxing authority, shall or, if no taxes are to 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of daysremitted, the actual date of payment within the specified period shall be within the sole discretion end of the Companycalendar year following the calendar year in which the audit or litigation is completed.

409A Provisions. (a) The intent of the Parties parties is that the payments payments, compensation and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amendedCode, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordinglyin this connection, to the following will be applicable: (a) To the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith.with or exempt from Section 409A. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his Any installment payments that may be due under the Agreement shall be considered separate payments under Section 409A. (c) A termination of employment with the Company that is subject to Section 409A, if any, Employee’s employment will not be deemed to have terminated on occurred for purposes of any provision of this Agreement providing for the date payment of Employee’s any amounts or benefits considered payments from a nonqualified deferred compensation plan under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A 409A, and for purposes of the Internal Revenue Code. If Employee is any such provision of this Agreement, references to a “specified employeeresignation,” “termination,” “terminate,” “termination of the Company as of such date, any such benefit employment” or payment that Employee is entitled to receive before the date that is six (6) months after the like terms will mean “separation from service date that is not otherwise exempt from service” within the requirements meaning of Section 409A of the Internal Revenue Code shall not be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit.409A. (cd) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s separation from service from Paragon: 1) Paragon or Paragon Commercial Bank has stock which is publicly-traded on an established securities market and 2) Executive is a “specified period during which employee” within the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution meaning of the Release shall not be paid earlier than the first day of the second calendar year. (d) To the extent that any reimbursements under this Agreement are subject to Section 409A, then no payment, compensation, benefit or entitlement payable or provided to the Executive in connection with his separation from service that is determined, in whole or in part, to constitute a payment from a plan of nonqualified deferred compensation within the meaning of Section 409A will be paid or provided to Executive before the earlier of A) Executive’s death or B) the day that is six (6) months after the date of his separation from service from Paragon or Paragon Commercial Bank (the “New Payment Date”). The aggregate of any such reimbursements payable payments, compensation, benefits and entitlements that otherwise would have been paid to Employee shall Executive during the period between the date of his separation from service and the New Payment Date will be paid to Employee no later than December 31 Executive in a lump sum on such New Payment Date. Thereafter, any payments, compensation, benefits and entitlements that remain outstanding as of the year day immediately following the year New Payment Date will be paid without delay over the time period originally scheduled, in which accordance with the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount terms of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (e) Employee’s right to receive any installment payments under this 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-l(b)(9)(iii)(A)), shall be delayed and paid or provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment earlier of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after (i) the date that which is six (6) months after the Executive’s separation from service date (oras defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, if earlier, within fifteen and (15ii) days following Employee’s the date of Executive’s death). All benefits Notwithstanding anything in this Agreement or payments elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise required shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a “deferral of compensation” within the meaning of Section 409A of the Code. Any amounts or benefits otherwise payable to Executive following a termination of employment that are not so paid by reason of this Section 15(g) shall be paid or provided or paid on or as soon as practicable, and in any event within thirty (30) days, after the date that is six (6) months after the Executive’s separation from service (or, if earlier, from the date shall not be affected by the preceding sentence, of Executive’s death). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employeethat, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive any installment payments under the contrary, the Company and its officers, directors, employees, agents, and representatives make no guarantee that the terms of this AgreementAgreement complies with, including without limitation any continuation salary payments that are payable on Company payroll datesor is exempt from, shall be treated as a right to receive a series the provisions of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Code Section 409A, no payment hereunder and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to exempt from, the provisions of Code Section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (ai) The intent of Notwithstanding anything herein to the Parties contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement comply with or set forth herein either shall either be exempt from Section 409A the requirements of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) , or shall comply with the requirements of Code Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith.with Code Section 409A. (bii) For purposes If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of determining Employee’s entitlement to this Agreement (or of any award of compensation payable upon or benefit, including equity compensation or benefits provided herein or at any time during his termination of employment with the Company) would cause the Executive to incur any additional tax or interest under Code Section 409A or the Company independently makes such determination, the Company shall, after consulting with Executive, reform such provision (or award of compensation or benefit) to attempt to comply with or be exempt from Code Section 409A through good faith modifications to the minimum extent reasonably appropriate. To the extent that any provision hereof (or award of compensation or benefit) is subject modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company without violating the provisions of Section 409A. (iii) Notwithstanding any provision in this Agreement or elsewhere to the contrary, if any, Employee’s employment will be on his Date of Termination Executive is deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. If Employee is be a “specified employee” within the meaning of Code Section 409A and using the identification methodology selected by the Company as from time to time, or if none, the default methodology under Code Section 409A, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to Executive in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such datedelay) with interest at the prime rate as published in the Wall Street Journal on the first business day on or following the Date of Termination, any such benefit or payment that Employee is entitled to receive before on the earlier of (i) the date that which is six (6) months and one (1) day after the Executive’s separation from service date that (as such term is not otherwise exempt from the requirements of defined in Code Section 409A of the Internal Revenue Code shall not be provided or paid on 409A) for any reason other than death, and (ii) the date such benefit or payment is otherwise required to be provided or paid. Insteadof Executive’s death, the payment of all such amounts and any remaining payments and benefits shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the normal payment schedule otherwise applicable to dates specified for such payment or benefit. (civ) Notwithstanding anything in this Agreement or elsewhere to the contrary in contrary, 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 constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of Executive’s 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, if references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” and the specified period during which date of such separation from service shall be the Release may be returned and become effective spans two calendar years, Date of Termination for purposes of any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar yearsuch payment or benefits. (dv) To the extent that any reimbursements Each payment under this Agreement or otherwise (including any installment payments) shall be treated as a separate payment for purposes of Code Section 409A. (vi) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. (vii) All expenses or other reimbursements paid pursuant to Section 4(g) hereof or otherwise that are subject taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of (i) the year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (eii) Employeethe amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) 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 Executive’s right taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to receive any installment payments under this Agreement, including without limitation any continuation salary payments a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are payable on Company payroll datesthe subject of the audit or litigation are remitted to the taxing authority, shall or, if no taxes are to 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of daysremitted, the actual date of payment within the specified period shall be within the sole discretion end of the Companycalendar year following the calendar year in which the audit or litigation is completed.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall not be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance comply with the payment schedule otherwise applicable to requirements of such payment provision. Notwithstanding any provision in this Agreement or benefit. (c) Notwithstanding anything elsewhere to the contrary in this Agreementcontrary, if the Employee is a “specified period during which the Release may be returned and become effective spans two calendar yearsemployee” as defined in Treasury Regulation Section 1.409A-1(i), any payments conditioned or benefits due upon the execution a termination of the Release Employee’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Section 1.409A-1(b)(9)(iii)(A) thereof), shall not be delayed and paid or provided on the earlier than of (i) the first day of the second seventh month after the Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) for any reason other than death, and (ii) the date of the Employee’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of the Employee’s employment may only be made upon a “separation from service” as determined under Code Section 409A. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year. (d) year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409Athe Employee, any such reimbursements payable reimbursement payment due to the Employee shall be paid to the Employee no later than December 31 on or before the last day of the Employee’s taxable year following the taxable year in which the related expense was incurred; provided, subject to the condition that the Employee submits Employeehas provided the Employer written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Employer’s expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that the Employee receives in one taxable year shall not affect the amount of such reimbursements that the Employee receives in any other taxable year. Notwithstanding any of the foregoing to receive any installment payments under the contrary, the Employer and their respective officers, directors, employees, or agents make no guarantee that the terms of this AgreementAgreement as written comply with, including without limitation any continuation salary payments that or are payable on Company payroll datesexempt from, shall be treated as a right to receive a series the provisions of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Code Section 409A, no payment hereunder and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to exempt from, the provisions of Code Section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code, or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code shall as of the Date of Termination, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not be provided or paid on otherwise qualify under the date such benefit or payment is otherwise required to be provided or paidexemptions under Treas. InsteadRegs. Section 1.409A-1 (including without limitation, the payment of all such amounts short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be accumulated delayed and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date or provided within thirty (or, if earlier, within fifteen (153) days following Employee’s date the earlier of death). All benefits or payments otherwise required to be provided or paid on or after (i) the date that which is six (6) months after the Executive’s separation from service (as defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall not be affected by the preceding sentence, and Date of Termination for purposes of this Agreement. Each separately identified amount to which Executive is entitled under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In addition, to the extent possible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided and paid under this Agreement shall be made or provided in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employeethat, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive the contrary, the Company and its officers, directors, employees, agents, and representatives make no guarantee or representation that the payments or benefits provided under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, and none of the foregoing shall have any installment payments under liability or other obligation to indemnify or hold harmless Executive or any beneficiary of Executive for any Tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of this Agreement, including without limitation or any continuation salary payments that are payable on Company payroll datesamendment or modification thereof, shall be treated as a right or any other action taken with respect thereto, is deemed to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion violate any of the Companyrequirements of Section 409A of the Code.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code, or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall not be delayed and paid or provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment earlier of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after (i) the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that which is six (6) months after the Executive’s separation from service (as such term is defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall not be affected by the preceding sentence, and Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided and paid under this Agreement shall be made or provided in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employee’s that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive any installment payments under the contrary, the Company and their respective officers, directors, employees, or agents make no guarantee that the terms of this AgreementAgreement as written comply with, including without limitation any continuation salary payments that or are payable on Company payroll datesexempt from, shall be treated as a right to receive a series the provisions of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Code Section 409A, no payment hereunder and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to exempt from, the provisions of Code Section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code, or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall not be delayed and paid or provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment earlier of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after (i) the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that which is six (6) months after the Executive’s separation from service (as such term is defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall not be affected by the preceding sentence, and Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in- kind benefits provided and paid under this Agreement shall be made or provided in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employee’s that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive any installment payments under the contrary, the Company and their respective officers, directors, employees, or agents make no guarantee that the terms of this AgreementAgreement as written comply with, including without limitation any continuation salary payments that or are payable on Company payroll datesexempt from, shall be treated as a right to receive a series the provisions of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Code Section 409A, no payment hereunder and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to exempt from, the provisions of Code Section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall and the Escrow Agreement is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code, or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall not be delayed and paid or provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment earlier of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after (i) the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that which is six (6) months after the Executive’s separation from service (as such term is defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement, the Escrow Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall not be affected by the preceding sentenceTermination Date for purposes of this Agreement. Each payment under this Agreement, and the Escrow Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, the Escrow Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided and paid under this Agreement shall be made or provided in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employee’s that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive any installment payments under the contrary, the Company and their respective officers, directors, employees, or agents make no guarantee that the terms of this AgreementAgreement and the Escrow Agreement as written comply with, including without limitation any continuation salary payments that or are payable on Company payroll datesexempt from, shall be treated as a right to receive a series the provisions of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Code Section 409A, no payment hereunder and none of the foregoing shall have any liability for the failure of the terms of this Agreement or the Escrow Agreement as written to comply with, or be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to exempt from, the provisions of Code Section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent of the 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, Notwithstanding anything herein to the maximum extent permittedcontrary, this Agreement shall is intended to be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with and applied so that the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A payment of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code as of the Separation Date, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not be provided or paid on otherwise qualify under the date such benefit or payment is otherwise required to be provided or paidexemptions under Treas. InsteadRegs. Section 1.409A-1 (including without limitation, the payment of all such amounts short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be accumulated delayed and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date or provided within thirty (or, if earlier, within fifteen (1530) days following Employee’s date the earlier of death). All benefits or payments otherwise required to be provided or paid on or after (i) the date that which is six (6) months after the Executive’s separation from service (as defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall not be affected by the preceding sentence, and Separation Date for purposes of this Agreement. Each separately identified amount to which Executive is entitled under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In addition, to the extent possible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise if such designation would constitute a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided and paid under this Agreement shall be made or provided in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution requirements of Section 409A of the Release shall not be paid earlier than the first day of the second calendar year. (d) Code. To the extent that any reimbursements under pursuant to this Agreement or otherwise are subject taxable to Section 409AExecutive, any such reimbursements payable reimbursement payment due to Employee Executive shall be paid to Employee no later than December 31 Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that Employee submits Employeethat, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred policies. Reimbursements pursuant to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or otherwise are not be subject to liquidation or exchange for another benefit. (e) Employee’s right benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to receive the contrary, the Company and its officers, directors, employees, agents, and representatives make no guarantee or representation that the payments or benefits provided under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, and none of the foregoing shall have any installment payments under liability or other obligation to indemnify or hold harmless Executive or any beneficiary of Executive for any Tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of this Agreement, including without limitation or any continuation salary payments that are payable on Company payroll datesamendment or modification thereof, shall be treated as a right or any other action taken with respect thereto, is deemed to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion violate any of the Companyrequirements of Section 409A of the Code.

409A Provisions. (a) The intent of To the Parties is that the payments and benefits under extent this Agreement comply with or be exempt from provides for compensation that is deferred compensation subject to Section 409A of the Internal Revenue Code Code, it is intended that the Executive not be subject to the imposition of 1986, as amendedtaxes and penalties (“409A Penalties”) under Section 409A of the Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be construed in compliance therewithaccordance with that intent. (b) For purposes of determining Employee’s entitlement to any the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. (c) Any amounts payable upon his termination solely on account of employment with the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “an involuntary separation from service” from the Company service within the meaning of Section 409A of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise exempt Code shall be excludible from the requirements of Section 409A of the Internal Revenue Code shall Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. (d) If, as of the date of his “separation from service” (as determined under Section 409A), the Executive is a “specified employee” as determined by the Company, then to the extent that any amount or benefit that would be paid or provided to the Executive under this Agreement within six (6) months of his “separation from service” constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to the Executive by virtue of his separation from service, then such amount or benefit will not be paid or provided or paid on during the six-month period following the date such benefit or payment is otherwise required to be provided or paid. Instead, of the payment of all such amounts Executive’s separation from service and instead shall be accumulated and paid in a single lump sum payment or provided on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is more six (6) months following the date of the Executive’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause the Executive to incur additional tax, interest or penalties under Section 409A. In the case of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require the Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse the Executive for said costs within thirty (30) calendar days after the separation from service date end of such period. With respect to any reimbursements under this Agreement, such reimbursement shall not be affected made on or before the last of the calendar year following the calendar year in which the expense was incurred by the preceding sentence, and Executive. (e) Any reimbursements or in-kind benefits provided under the Agreement shall be made or provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. requirements of Section 409A of the Code, including, where applicable, the requirement that (ci) Notwithstanding anything to any reimbursement is for expenses incurred during the contrary period of time specified in this the Agreement, if (ii) the specified period amount of expenses eligible for reimbursement, or in-kind benefits provided, during which a calendar year may not affect the Release may expenses eligible for reimbursement, or in-kind benefits to be returned and become effective spans two provided, in any other calendar yearsyear, any payments conditioned upon (iii) the execution reimbursement of the Release shall not an eligible expense will be paid earlier made no later than the first last day of the second calendar year. (d) To the 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 year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, and (iv) the amount of expenses reimbursed in one year shall right reimbursement or in-kind benefits is not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ef) Employee“Date of Termination,” “termination of employment,” “retirement,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments of deferred compensation subject to Section 409A of the Code, the Executive’s right “separation from service” as defined in Section 409A of the Code. (g) If payment of any amount of “deferred compensation” (as defined under Section 409A of the Code, after giving effect to receive the exemptions thereunder) is triggered by a separation from services that occurs while the Executive is a “specified employee” with respect to the Company (as defined under Section 409A of the Code and determined in good faith), and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s death. (h) The Executive acknowledges and agrees that notwithstanding this provision or any installment payments other provision of this Agreement, the Company and its affiliates are not providing him with any tax advice with respect to Section 409A of the Code or otherwise and are not making any guarantees or other assurances of any kind to him with respect to the tax consequences or treatment of any amounts paid or payable to him under this Agreement, including without limitation . The Executive is solely responsible for payment of any continuation salary payments that are and all taxes on amounts 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the CompanyAgreement.

409A Provisions. (ai) The intent Payments required under this Section 7 (except for payments by their terms which require the occurrence of further events, such as the settlement of performance units that have vested) will be made as soon as reasonably practicable, as determined by the Company, after the effectiveness of a Release meeting the form and time limits described in the definition of such term, but in all events by March 15 of the Parties is that calendar year following the payments and benefits under this Agreement comply with or be exempt from Section 409A date 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 therewithtermination. (bii) For purposes of determining Employee’s entitlement Anything in this Agreement to any compensation payable upon his termination of employment with the Company that is subject to Section 409Acontrary notwithstanding, if any, Employeeat the time of Executive’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company service within the meaning of Section 409A of the Internal Revenue Code. If Employee , the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Company Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such date, any payment shall not be payable and such benefit or payment that Employee is entitled to receive before shall not be provided until the date that is six the earlier of (6A) months after the separation from service date that is not otherwise exempt from the requirements of Section 409A of the Internal Revenue Code shall not be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar year7th month following termination of employment, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (diii) To the extent that any reimbursements under payment or benefit described in this Agreement are subject to constitutes “non-qualified deferred compensation” under Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of the year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) 409A of the Code, and Employeeto the extent that such payment or benefit is payable upon the Executive’s right to reimbursement under termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). (iv) The parties intend that this Agreement will not be subject administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to liquidation or exchange its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for another benefitpurposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (ev) Employee’s right The Company makes no representation or warranty and shall have no liability to receive the Executive or any installment payments under other person if any provisions of this Agreement, including without limitation any continuation salary payments that Agreement are payable on Company payroll dates, shall be treated as a right determined to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or constitute deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation subject to Section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion 409A of the CompanyCode but do not satisfy an exemption from, or the conditions of, such Section.

409A Provisions. (a) The intent of the 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. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his Employee’s termination of employment with the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise exempt from the requirements of Section 409A of the Internal Revenue Code shall not be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar year. (d) To the 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 year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (e) Employee’s right to receive any installment payments under this 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent Notwithstanding any other provision of this letter agreement to the Parties is contrary, if you become entitled to severance pay under this agreement, at a time that the payments and benefits under this Agreement comply with or Company determines that you are a “specified employee”, within the meaning of Code section 409A(a)(2)(B), you will not be exempt from Section 409A paid any of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, that pay prior to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (b) For purposes of determining Employee’s entitlement to any compensation payable upon his termination of employment with the Company a date that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s 6 months after your “separation from service” from the Company or your date of death if sooner; provided, however, if your employment is terminated involuntarily and you become entitled to such severance pay solely on that basis, then (in accordance with the provisions of Treasury Regulations section 1.409A.1(b)(9)(iii)) you may receive, prior to that date, an amount of severance pay under this agreement (together with any other severance benefits you receive payable solely on that basis), which does not exceed an amount that is 2-times the compensation limit under Code section 401(a)(17) at the time of your termination, or 2-times your annualized compensation at that time, if lesser. (To that extent, each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Code section 409A.) Finally, please note that all payments and benefits under this letter agreement (as well as under the other agreements, programs, policies and plans of the Company) are intended to be exempt from Code section 409A or, with respect to any such payments and benefits that are not so exempt, to be in compliance with that Code section; and the provisions of this letter agreement (and those other agreements, programs, policies and plans) shall be interpreted and administered in such a manner, to the maximum extent possible, so that no payment due to you hereunder shall be subject to an “additional tax” within the meaning of Section 409A Code section 409A(a)(1)(B). In this regard, in accordance with Internal Revenue Service guidance, in order to avoid a violation of Code section 409A, the “release” specified under the of “Severance Pay Arrangement” provisions noted above, must be signed, delivered to the Company and become irrevocable within 60 days of the Internal Revenue Code. If Employee is date of your termination of employment; and, if the 60-day period extends into a “specified employee” of new calendar year, then no severance payment subject to Code section 409A shall be made before the Company as beginning of such datenew year. Please note that the provisions under this section do not grant you any additional benefits, any such benefit or payment but instead these provisions are solely intended to help assure that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise exempt from the requirements of Section 409A of the Internal Revenue Code shall not your severance benefits described above will be provided or paid on the date such benefit or payment is otherwise required to be provided or paid. Instead, the payment of all such amounts shall be accumulated and paid in a single lump sum payment on manner that does not violate the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date provisions of death). All benefits or payments otherwise required to be provided or paid on or after the date that is six (6) months after the separation from service date shall not be affected by the preceding sentence, and shall be provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. (c) Notwithstanding anything to the contrary in this Agreement, if the specified period during which the Release may be returned and become effective spans two calendar years, any payments conditioned upon the execution of the Release shall not be paid earlier than the first day of the second calendar year. (d) To the 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 year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (e) Employee’s right to receive any installment payments under this 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 payment as permitted under Section 409A. Except as otherwise permitted 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 Code section 409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

409A Provisions. (a) The intent of To the Parties is that the payments and benefits under extent this Agreement comply with or be exempt from provides for compensation that is deferred compensation subject to Section 409A of the Internal Revenue Code Code, it is intended that the Executive not be subject to the imposition of 1986, as amendedtaxes and penalties (“409A Penalties”) under Section 409A of the Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be construed in compliance therewithaccordance with that intent. (b) For purposes of determining Employee’s entitlement to any the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. (c) Any amounts payable upon his termination solely on account of employment with the Company that is subject to Section 409A, if any, Employee’s employment will be deemed to have terminated on the date of Employee’s “an involuntary separation from service” from the Company service within the meaning of Section 409A of the Internal Revenue Code. If Employee is a “specified employee” of the Company as of such date, any such benefit or payment that Employee is entitled to receive before the date that is six (6) months after the separation from service date that is not otherwise exempt Code shall be excludible from the requirements of Section 409A of the Internal Revenue Code shall Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. (d) If, as of the date of his “separation from service” (as determined under Section 409A), the Executive is a “specified employee” as determined by the Company, then to the extent that any amount or benefit that would be paid or provided to the Executive under this Agreement within six (6) months of his “separation from service” constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to the Executive by virtue of his separation from service, then such amount or benefit will not be paid or provided or paid on during the six-month period following the date such benefit or payment is otherwise required to be provided or paid. Instead, of the payment of all such amounts Executive’s separation from service and instead shall be accumulated and paid in a single lump sum payment or provided on the first business day after the date that is six months after the separation from service date (or, if earlier, within fifteen (15) days following Employee’s date of death). All benefits or payments otherwise required to be provided or paid on or after the date that is more than six (6) months following the date of the Executive’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause the Executive to incur additional tax, interest or penalties under Section 409A. In the case of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require the Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse the Executive for said costs within thirty (30) calendar days after the separation from service date end of such period. With respect to any reimbursements under this Agreement, such reimbursement shall not be affected made on or before the last day of the calendar year following the calendar year in which the expense was incurred by the preceding sentence, and Executive. (e) Any reimbursements or in-kind benefits provided under the Agreement shall be made or provided and paid in accordance with the payment schedule otherwise applicable to such payment or benefit. requirements of Section 409A of the Code, including, where applicable, the requirement that (ci) Notwithstanding anything to any reimbursement is for expenses incurred during the contrary period of time specified in this the Agreement, if (ii) the specified period amount of expenses eligible for reimbursement, or in-kind benefits provided, during which a calendar year may not affect the Release may expenses eligible for reimbursement, or in-kind benefits to be returned and become effective spans two provided, in any other calendar yearsyear, any payments conditioned upon (iii) the execution reimbursement of the Release shall not an eligible expense will be paid earlier made no later than the first last day of the second calendar year. (d) To the 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 year following the year in which the expense was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is incurred, and (iv) the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement will or in-kind benefits is not be subject to liquidation or exchange for another benefit. (ef) Employee“Date of Termination, “termination of employment,” “retirement,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments of deferred compensation subject to Section 409A of the Code, the Executive’s right “separation from service” as defined in Section 409A of the Code. (g) If payment of any amount of “deferred compensation” (as defined under Section 409A of the Code, after giving effect to receive the exemptions thereunder) is triggered by a Separation from Service that occurs while the Executive is a “specified employee” with respect to the Company (as defined under Section 409A of the Code and determined in good faith), and if such amount is scheduled to be paid within six (6) months after such Separation from Service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s death. (h) The Executive acknowledges and agrees that notwithstanding this provision or any installment payments other provision of this Agreement, the Company and its affiliates are not providing him with any tax advice with respect to Section 409A of the Code or otherwise and are not making any guarantees or other assurances of any kind to him with respect to the tax consequences or treatment of any amounts paid or payable to him under this Agreement, including without limitation . The Executive is solely responsible for payment of any continuation salary payments that are and all taxes on amounts 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 payment as permitted under Section 409A. Except as otherwise permitted 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. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the CompanyAgreement.