Common use of 409A Savings Clause Clause in Contracts

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of his separation from service (other than due to death), and the severance payments and benefits payable to him, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first six (6) months following his separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of his separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which your employment is terminated.

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if If Executive is a “specified employee” within the meaning of Section 409A at of the time Internal Revenue Code of his 1986, as amended by the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“409A”) as of the date of the Executive’s “separation from service (other than due service” within the meaning of Section 409A, Executive shall not be entitled to death), and the severance payments and benefits payable to him, if any, any payment or benefit pursuant to Section 4 until the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A earlier of (together, i) the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first date which is six (6) months following after his separation from service will become payable on the first payroll date that occurs on for any reason other than death, or after the date six (6ii) months and one (1) day following the date of his separation from serviceExecutive’s death. All subsequent Deferred PaymentsThe provisions of this Section 10 shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary period following the Executive’s separation from service that are not so paid by reason of this Section 10 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s separation from service (or any later delay date)or, then any payments delayed in accordance with this paragraph will be payable in a lump sum if earlier, as soon as administratively practicable practicable, and in all events within thirty (30) days, after the date of Executive’s death and all other Deferred Payments will be payable in accordance with death). To the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii) 4 or reimbursements pursuant to Section 5 are taxable to the Executive, any reimbursement payment due to the Executive PAGE 6 - CHANGE OF CONTROL SEVERANCE AGREEMENT pursuant to any such provision shall be paid to the Executive on or before the last day of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s following the taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) in which the related expense was incurred. The benefits and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan reimbursements pursuant to Section 401(a)(17) 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Internal Revenue Code for Executive receives in one taxable year shall not affect the year amount of such benefits or reimbursements that the Executive receives in which your employment is terminatedany other taxable year.

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if If Executive is a “specified employee” within the meaning of Section 409A at of the time Internal Revenue Code of his 1986, as amended by the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“409A”) as of the date of the Executive’s “separation from service (other than due service” within the meaning of Section 409A, Executive shall not be entitled to death), and the severance payments and benefits payable to him, if any, any payment or benefit pursuant to Section 4 until the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A earlier of (together, i) the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first date which is six (6) months following after his separation from service will become payable on the first payroll date that occurs on for any reason other than death, or after the date six (6ii) months and one (1) day following the date of his separation from serviceExecutive’s death. All subsequent Deferred PaymentsThe provisions of this Section 10 shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary period following the Executive’s separation from service that are not so paid by reason of this Section 10 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s separation from service (or any later delay date)or, then any payments delayed in accordance with this paragraph will be payable in a lump sum if earlier, as soon as administratively practicable practicable, and in all events within thirty (30) days, after the date of Executive’s death and all other Deferred Payments will be payable in accordance with death). To the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii) 4 or reimbursements pursuant to Section 5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Treasury Regulations Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to Section 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that does not exceed the Section 409A Limit Executive receives in one taxable year shall not constitute Deferred Payments for purposes affect the amount of such benefits or reimbursements that the AgreementExecutive receives in any other taxable year. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his a termination of employment as determined shall mean a “separation from service” under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which your employment is terminated.409A.

409A Savings Clause. All amounts payable under this Agreement are intended to comply with the “short term deferral” exception from Code Section 409A, specified in Treas. Reg. § 1.409A-1(b)(4) (aor any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding anything the foregoing, to the contrary extent that any amounts payable in accordance with this Agreement are subject to Code Section 409A, this Agreement shall be interpreted and administered in such a way as to comply with Code Section 409A to the maximum extent possible. Any reference in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant Agreement to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a termination of employment means a “separation from service” within as defined in Code Section 409A and the meaning applicable guidance issued thereunder. All rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A. (b) Further, if Executive 409A. If payment of any amount subject to Code Section 409A is triggered by a separation from service that occurs while the Employee is a “specified employee” within (as defined by Code Section 409A) with the meaning of Section 409A at the time of his separation from service (other than due to death)Company, and the severance payments and benefits payable if such amount is scheduled to him, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable be paid within the first six (6) months following his after such separation from service will become payable service, the amount shall accrue without interest and shall be paid on the first payroll date that occurs on or business day after the date six (6) months and one (1) day end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee’s estate following the date of his separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefitEmployee’s death. Notwithstanding anything herein in this Agreement to the contrary, in no event shall Company commence payment or distribution to Executive of any amount that constitutes “nonqualified deferred compensation” within the event meaning of Executive’s death following his separation from service but prior Code Section 409A, earlier than the earliest permissible date under Code Section 409A that such amount could be paid or distributed without the imposition of additional taxes, interest, or penalties under Code Section 409A. If any payments or distributions are delayed pursuant to the six (6) month anniversary of Executive’s separation from service (immediately preceding sentence, Company will accrue such amounts without interest during such period as the payment or any later delay date)distribution may be required to be deferred under Code Section 409A, then any payments delayed in accordance with this paragraph and will become payable and be payable paid by Company in a lump lump-sum as soon as administratively practicable after payment on the date of Executive’s death and all other Deferred Payments will first business day that such amount could be payable in accordance with the payment schedule applicable to each payment paid or benefit. Each payment and benefit payable distributed without additional taxes, interest, or penalties being imposed under the Agreement is intended to constitute a separate payment for purposes of Code Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which your employment is terminated.409A.

409A Savings Clause. (a) Notwithstanding anything Payment of the Transitional Services Salary Payment is intended to satisfy the contrary in provisions of Section 409A of the Internal Revenue Code of 1986, as amended (hereinafter “Section 409A”) as payments made at a fixed time pursuant to a fixed schedule. Any other payments contemplated by this Agreement, no Deferred Payments (as defined below) or other severance benefits Agreement that otherwise are exempt may be excluded from Section 409A (either as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of his separation from service (other than pay due to death), and the severance payments and benefits payable to him, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first six (6) months following his separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of his separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the or as a short-term deferral shall be excluded from Section 409A Limit shall not constitute Deferred Payments for purposes of to the Agreementmaximum extent possible. For purposes of Section 409A, each installment payment provided under this AgreementAgreement shall be treated as a separate payment. All provisions shall, “to the maximum extent possible, be construed and interpreted in a manner which will cause such provisions to be implemented in a manner which complies with the applicable requirements of Section 409A Limit” means and the lesser of 2 times: (i) Executive’s annualized compensation based upon regulations promulgated thereunder so as to avoid subjecting the annual rate of pay paid Executive to Executive during Executive’s taxable year preceding Executive’s taxable year of his termination of employment as determined taxation under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17409A(a)(i)(A) of the Internal Revenue Code of 1986, as amended. Notwithstanding the provisions of Section 6.02(a)(iii), in the event that the Executive’s employment is terminated due to Disability and the date the termination is effective occurs on or after October 31, 2016, payment of the suspended Transitional Services Salary Payment shall not begin until the later of the first Pay Date occurring in 2017 and the first Pay Date occurring after the last date on which the Waiver and Release is permitted to be revoked. (a) Any payments to be made under this Agreement which is conditioned upon a termination of employment shall only be made if such termination of employment constitutes a "separation from service" under Section 409A.” Notwithstanding any other provision of this Agreement, if at the time of the Executive's termination of employment, he is a "specified employee", determined in accordance with Section 409A, any payments and benefits provided under this Agreement that are conditioned upon a separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive's termination date ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall be paid to the Executive's estate in a lump sum upon the Executive's death. (b) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which your employment is terminatedthe expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of his separation from service (other than due to death), and the severance payments and benefits payable to him, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first six (6) months following his separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of his separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s 's death following his separation from service but prior to the six (6) month anniversary of Executive’s 's separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s 's death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s 's annualized compensation based upon the annual rate of pay paid to Executive during Executive’s 's taxable year preceding Executive’s 's taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which your employment is terminated.

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if If Executive is a “specified employee” within the meaning of Section 409A at of the time Internal Revenue Code of his 1986, as amended by the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“409A”) as of the date of the Executive’s “separation from service (other than due service” within the meaning of Section 409A, Executive shall not be entitled to death), and the severance payments and benefits payable to him, if any, any payment or benefit pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered Section 4 which is treated as nonqualified deferred compensation under Section 409A of the Code (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable within ) until the first earlier of (i) the date which is six (6) months following after his separation from service will become payable on the first payroll date that occurs on for any reason other than death, or after the date six (6ii) months and one (1) day following the date of his separation from serviceExecutive’s death. All subsequent Deferred PaymentsThe provisions of this Section 9 shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary period following the Executive’s separation from service that are not so paid by reason of this Section 9 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s separation from service (or any later delay date)or, then any payments delayed in accordance with this paragraph will be payable in a lump sum if earlier, as soon as administratively practicable practicable, and in all events within thirty (30) days, after the date of Executive’s death and all other Deferred Payments will be payable in accordance with death). To the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii) 4 or reimbursements pursuant to Section 5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Treasury Regulations Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to Section 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that does not exceed the Section 409A Limit Executive receives in one taxable year shall not constitute Deferred Payments for purposes affect the amount of such benefits or reimbursements that the AgreementExecutive receives in any other taxable year. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his a termination of employment as determined shall mean a “separation from service” under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which your employment is terminated.409A.

409A Savings Clause. (a) Notwithstanding anything to If Executive is a “specified employee’ within the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from meaning of Section 409A of the Internal Revenue Code of 1986, as amended by the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“409A”) as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a of the date of the Executive’s “separation from service” within the meaning of Section 409A. (b) Further409A, if Executive is a “specified employee” within the meaning of Section 409A at the time of his separation from service (other than due shall not be entitled to death), and the severance payments and benefits payable to him, if any, any payment or benefit pursuant to Section 4 until the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A earlier of (together, i) the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first date which is six (6) months following after his separation from service will become payable on the first payroll date that occurs on for any reason other than PAGE 6 – CHANGE OF CONTROL SEVERANCE AGREEMENT death, or after the date six (6ii) months and one (1) day following the date of his separation from serviceExecutive’s death. All subsequent Deferred PaymentsThe provisions of this Section 10 shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary period following the Executive’s separation from service that are not so paid by reason of this Section 10 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s separation from service (or any later delay date)or, then any payments delayed in accordance with this paragraph will be payable in a lump sum if earlier, as soon as administratively practicable practicable, and in all events within thirty (30) days, after the date of Executive’s death and all other Deferred Payments will be payable in accordance with death). To the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii) 4 or reimbursements pursuant to Section 5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s following the taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) in which the related expense was incurred. The benefits and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan reimbursements pursuant to Section 401(a)(17) 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Internal Revenue Code for Executive receives in one taxable year shall not affect the year amount of such benefits or reimbursements that the Executive receives in which your employment is terminatedany other taxable year.

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if If Executive is a “specified employee” within the meaning of Section 409A at of the time Internal Revenue Code of his 1986, as amended by the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“409A”) as of the date of the Executive’s “separation from service (other than due service” within the meaning of Section 409A, Executive shall not be entitled to death), and the severance payments and benefits payable to him, if any, any payment or benefit pursuant to Section 4 until the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A earlier of (together, i) the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first date which is six (6) months following after his separation from service will become payable on the first payroll date that occurs on for any reason other than death, or after the date six (6ii) months and one (1) day following the date of his separation from serviceExecutive’s death. All subsequent Deferred PaymentsThe provisions of this Section 10 shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary period following the Executive’s separation from service that are not so paid by reason of this Section 10 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s separation from service (or any later delay date)or, then any payments delayed in accordance with this paragraph will be payable in a lump sum if earlier, as soon as administratively practicable practicable, and in all events within thirty (30) days, after the date of Executive’s death and all other Deferred Payments will be payable in accordance with death). To the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii) 4 or reimbursements pursuant to Section 5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s following the taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) in which the related expense was incurred. The benefits and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan reimbursements pursuant to Section 401(a)(17) 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Internal Revenue Code for Executive receives in one taxable year shall not affect the year amount of such benefits or reimbursements that the Executive receives in which your employment is terminatedany other taxable year.

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if If Executive is a “specified employee” within the meaning of Section 409A at of the time Internal Revenue Code of his 1986, as amended by the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“409A”) as of the date of the Executive’s “separation from service (other than due service” within the meaning of Section 409A, Executive shall not be entitled to death), and the severance payments and benefits payable any payment or benefit pursuant PAGE 8 –CHANGE OF CONTROL AND SEVERANCE AGREEMENT - Aman to him, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered Section 4 which is treated as nonqualified deferred compensation under Section 409A of the Code (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable within ) until the first earlier of (i) the date which is six (6) months following after his separation from service will become payable on the first payroll date that occurs on for any reason other than death, or after the date six (6ii) months and one (1) day following the date of his separation from serviceExecutive’s death. All subsequent Deferred PaymentsThe provisions of this Section 9 shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary period following the Executive’s separation from service that are not so paid by reason of this Section 9 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s separation from service (or any later delay date)or, then any payments delayed in accordance with this paragraph will be payable in a lump sum if earlier, as soon as administratively practicable practicable, and in all events within thirty (30) days, after the date of Executive’s death and all other Deferred Payments will be payable in accordance with death). To the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii) 4 or reimbursements pursuant to Section 5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Treasury Regulations Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to Section 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that does not exceed the Section 409A Limit Executive receives in one taxable year shall not constitute Deferred Payments for purposes affect the amount of such benefits or reimbursements that the AgreementExecutive receives in any other taxable year. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his a termination of employment as determined shall mean a “separation from service” under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which your employment is terminated.409A.

409A Savings Clause. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if If Executive is a “specified employee” within the meaning of Section 409A at of the time Internal Revenue Code of his 1986, as amended by the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“409A”) as of the date of the Executive's “separation from service (other than due service” within the meaning of Section 409A, Executive shall not be entitled to death), and the severance payments and benefits payable to him, if any, any payment or benefit pursuant to Section 4 until the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A earlier of (together, i) the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first date which is six (6) months following after his separation from service will become payable on the first payroll date that occurs on for any reason other than death, or after the date six (6ii) months and one (1) day following the date of his separation from serviceExecutive's death. All subsequent Deferred PaymentsThe provisions of this Section 10 shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the event of Executive’s death following his separation from service but prior to the six (6) month anniversary period following the Executive's separation from service that are not so paid by reason of this Section 10 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s 's separation from service (or any later delay date)or, then any payments delayed in accordance with this paragraph will be payable in a lump sum if earlier, as soon as administratively practicable practicable, and in all events within thirty (30) days, after the date of Executive’s death and all other Deferred Payments will be payable in accordance with 's death). To the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; 4 or (ii) the maximum amount that may be taken into account under a qualified plan reimbursements pursuant to Section 401(a)(17) 5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Internal Revenue Code for Executive's taxable year following the taxable year in which your employment is terminatedthe related expense was incurred. The benefits and reimbursements pursuant to Section 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

409A Savings Clause. All amounts payable under this Agreement are intended to comply with the “short term deferral” exception from Code Section 409A, specified in Treas. Reg. § 1.409A-1(b)(4) (aor any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding anything the foregoing, to the contrary extent that any amounts payable in accordance with this Agreement are subject to Code Section 409A, this Agreement shall be interpreted and administered in such a way as to comply with Code Section 409A to the maximum extent possible. Any reference in this Agreement, no Deferred Payments (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant Agreement to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Executive has a termination of employment means a “separation from service” within as defined in Code Section 409A and the meaning applicable guidance issued thereunder. All rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A. (b) Further, if Executive 409A. If payment of any amount subject to Code Section 409A is triggered by a separation from service that occurs while the Employee is a “specified employee” within (as defined by Code Section 409A) with the meaning of Section 409A at the time of his separation from service (other than due to death)Company, and the severance payments and benefits payable if such amount is scheduled to him, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable be paid within the first six (6) months following his after such separation from service will become payable service, the amount shall accrue without interest and shall be paid on the first payroll date that occurs on or business day after the date six (6) months and one (1) day end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee’s estate following the date of his separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefitEmployee’s death. Notwithstanding anything herein in this Agreement to the contrary, in no event shall Company commence payment or distribution to Executive of any amount that constitutes “nonqualified deferred compensation” within the event meaning of Executive’s death following his separation from service but prior Code Section 409A, earlier than the earliest permissible date under Code Section 409A that such amount could be paid or distributed without the imposition of additional taxes, interest, or penalties under Code Section 409A. If any payments or distributions are ​ delayed pursuant to the six (6) month anniversary of Executive’s separation from service (immediately preceding sentence, Company will accrue such amounts without interest during such period as the payment or any later delay date)distribution may be required to be deferred under Code Section 409A, then any payments delayed in accordance with this paragraph and will become payable and be payable paid by Company in a lump lump-sum as soon as administratively practicable after payment on the date of Executive’s death and all other Deferred Payments will first business day that such amount could be payable in accordance with the payment schedule applicable to each payment paid or benefit. Each payment and benefit payable distributed without additional taxes, interest, or penalties being imposed under the Agreement is intended to constitute a separate payment for purposes of Code Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this Agreement, “Section 409A Limit” means the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which your employment is terminated.409A.