Common use of 409A Clause in Contracts

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This (i) Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation otherwise subject to the twenty percent (20%) 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one (1) day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each 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. (ii) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one (1) taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, year (except for any lifetime or other aggregate limitation applicable to medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the expenses). Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a . (iii) To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under 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) while the Executive is a “specified employee” (as defined under The parties intend that this Agreement shall be administered in accordance with Section 409A of the Tax Code and determined Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in good faith by such a manner so that all payments hereunder comply with Section 409A of the Compensation Committee), any Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(11.409A-2(b)(2). The parties agree that this Agreement may be amended, after giving effect 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. (v) The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. . (a) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (b) If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six months and one day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each 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. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under 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)) while the Executive is a “specified employee” (as defined under . The parties intend that this Agreement will be administered in accordance with Section 409A of the Tax Code. To the extent that any provision of this Agreement is ambiguous as to 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. 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 determined all related rules and regulations in good faith by order to preserve the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This (i) Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation otherwise subject to the twenty percent (20%) 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one (1) day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each 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 its original schedule. (ii) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one (1) taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, year (except for any lifetime or other aggregate limitation applicable to medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the expenses). Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a . (iii) To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under 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) while the Executive is a “specified employee” (as defined under The parties intend that this Agreement shall be administered in accordance with Section 409A of the Tax Code and determined Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in good faith by such a manner so that all payments hereunder comply with Section 409A of the Compensation Committee), any Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(11.409A-2(b)(2). The parties agree that this Agreement may be amended, after giving effect 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. (v) The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This (i) The Company and Executive intend no payments to be made and no benefits to be provided under this Agreement and the amounts payable and other benefits hereunder are intended will be subject to comply with, or otherwise be exempt from, Section taxation under § 409A of the Tax Code and that the terms of this Agreement will be interpreted in good faith in a manner which is intended to minimize the risk that Executive will be subject to tax under § 409A of the Code with respect to any such payments or benefits, and the Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by § 409A of the Code. This , any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year. (ii) Items eligible for expense reimbursement under the terms of this Agreement shall be administered, interpreted and construed reimbursed in a manner consistent intended to qualify for an exemption under § 409A of the Code, which shall include implementing the following limitations with Section 409A. If respect to reimbursements: (A) the amount of such expenses eligible for reimbursement in any provision calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (B) no such reimbursement may be exchanged or liquidated for another payment or benefit, (C) any reimbursements of this Agreement is found such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar in which the related expenses were incurred and (D) the Company’s obligation to make reimbursements or to provide in-kind benefits that constitute deferred compensation under § 409A of the Code shall not to comply withextend beyond Executive’s lifetime or, or otherwise not to be exempt fromif later, the provisions end of Section 409Athe twenty (20) year period which starts on the Effective Date. (iii) Any payments that qualify for the “short-term deferral” exception, it the separation pay exception or another exception under § 409A of the Code shall be modified paid under the applicable exception. The Company and given effect, in the sole discretion Executive agree that each installment of the Board or Compensation Committee thereof payments and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions § 409A of the Code and that neither the Company nor Executive shall not have the right to accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to any tax under § 409A of the Code; provided, however, to the extent permitted by § 409A of the Code, if the Applicable Pay Date is the Delayed Pay Date and Executive dies before such Delayed Pay Date, then any payments or benefits due on the Delayed Pay Date will be made within thirty (30) days following Executive’s death (or, if earlier on the Delayed Pay Date). Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified employee” for purposes of § 409A of the Code (as determined in accordance with the methodology established by the Company and its affiliates as in effect on the date of Executive’s Separation from Service), any payment that constitutes nonqualified deferred compensation within the meaning of § 409A of the Code that is otherwise due to Executive under this Agreement during the six (6) month period immediately following Executive’s Separation from Service on account of Executive’s Separation from Service shall be accumulated and paid to Executive on the Delayed Pay Date, to the extent necessary to prevent the imposition of tax penalties on Executive under § 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of § 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Pay Date or thirty (30) days after the date of Executive’s death. (iv) Executive acknowledges and agrees that nothing in this Agreement shall be construed as a guarantee or indemnity by the Company of any particular for the tax effect consequences to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified called for under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in including any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation tax consequences under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section § 409A of the Tax Code Code, and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) Executive agrees that is scheduled to be paid within six months after such separation from service shall accrue without interest and Executive shall be paid on the first day of the seventh month beginning after the date of the responsible for paying all taxes due with respect to such payments made and benefits provided to Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This (a) It is intended that this Agreement and the amounts payable payments hereunder will not be considered to constitute in whole or in part a nonqualified deferred compensation plan within the meaning of Code section 409A and other benefits hereunder are intended to comply withthe Treasury Regulations and guidance promulgated thereunder (collectively, or otherwise “Section 409A”) and so will be exempt from, Section 409A of from the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions requirements of Section 409A, it and the Agreement shall be modified and given effectinterpreted to that end to the fullest extent possible. However, in the sole discretion of the Board event that any payment or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board benefit (or Compensation Committee determines portion thereof) provided pursuant to this Agreement is nonetheless determined to be necessary or appropriate paid from a nonqualified deferred compensation plan subject to comply withSection 409A, or to effectuate an exemption from, Section 409A. Each payment under the applicable terms of this Agreement shall be interpreted in a manner that complies with Section 409A to the fullest extent possible. (b) Any payment due under the Agreement of nonqualified deferred compensation within the meaning of Section 409A that is payable on termination of employment (or similar term) shall be delayed until the Employee also has “separation from service” within the meaning of Section 409A. (c) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement (including payments under Section 4.2.b. hereof) shall be treated as a right to receive a series of separate identified payment for purposes and distinct payments. Further, if an amount to be paid to the Employee under the Agreement on account of his “separation from service” while the Employee is a “specified employee” is an amount payable under a “nonqualified deferred compensation plan” (as those terms are defined under Section 409A. The preceding provisions 409A), any such payments that would otherwise be paid within 6 months after such separation from service shall not be construed as a guarantee by paid until the Company first business day after the end of any particular tax effect to such six-month period, or, if earlier, within 15 days after the Executive appointment of the personal representative or executor of the Employee’s estate following his death, at which time such delayed payments and other benefits under this Agreement. shall be paid in a single payment without interest. (d) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits tothat are not excluded from the Employee’s taxable income, the Executive, then except as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: permitted by Section 409A (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation ; (ii) the amount of expenses eligible for reimbursement, or 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 with regard to expenses reimbursed under this Agreement arises on account any arrangement covered by Section 105(b) of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is Code solely because such expenses are subject to a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect limit related to the exemptions period the arrangement is in Treasury Regulation Sections 1.409A-1(b)(3effect; and (iii) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and payments shall be paid made on or before the first last day of the seventh month beginning after Employee’s taxable year following the date of taxable year in which the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathexpense was incurred.

409A. This Agreement is intended to comply with and be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the amounts payable United States Department of Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”). The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits hereunder or payments provided by the Company and its subsidiaries and affiliates to the Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply withwith Section 409A. If, however, any such benefit or otherwise payment is deemed to not comply with Section 409A, the Company and the Employee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be exempt fromachieved. In no event whatsoever shall the Company or its Subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on the Employee by Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If Code or any provision of this Agreement is found not damages for failing to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, with Section 409A. Each payment under in a series of payments provided to the Employee pursuant to this Agreement shall will be treated as deemed a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee In the event that the Employee is determined by the Company to be a “specified employee” for purposes of Section 409A at the time of his separation from service with the Company, any payments of nonqualified deferred compensation (after giving effect to any exemptions available under Section 409A) otherwise payable to the Employee during the first six (6) months following his separation from service shall be delayed and paid in a lump sum upon the earlier of (x) the Employee’s date of death, or (y) the first day of the seventh (7th) month following the Employee’s separation from service, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any expense, reimbursement or in-kind benefit provided to the Employee constitutes nonqualified deferred compensation for purposes of Section 409A, (i) the amount of any particular tax effect to expense eligible for reimbursement or the Executive provision of the payments and other benefits under this Agreement. With any in-kind benefit with respect to any reimbursement calendar year shall not affect the amount of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses expense eligible for reimbursement or the amount of in-kind benefits benefit provided in one taxable year shall not affect to the expenses eligible for reimbursement or the amount of in-kind benefits provided Employee in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the reimbursement of an eligible expense reimbursements for expenses for which the Employee is entitled to be reimbursed shall be made no later than on or before the end last day of the calendar year after following the calendar year in which such the applicable expense was is incurred; , and (ciii) the right to payment or reimbursement or in-kind benefits shall hereunder may not be subject to liquidation or exchange for another any other benefit. If a payment obligation ; provided, however, that the foregoing clause (i) shall not be violated with regard to expenses reimbursed under this Agreement arises on account any arrangement covered by Section 105(b) of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is Code solely because such expenses are subject to a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect limit related to the exemptions period the arrangement is in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deatheffect.

409A. This Anything in this Agreement to the contrary notwithstanding: (a) the parties intend that all payments and the amounts payable and other benefits hereunder are intended to comply with, or otherwise under this Agreement shall either be exempt fromfrom or shall comply with Internal Revenue Code Section 409A, Section 409A of and to the Tax Code. This maximum extent permitted this Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If that intent. To the extent that any provision of this Agreement hereof is found not modified in order to comply withwith Section 409A, or otherwise not such modification shall be made in good faith and shall, to be exempt fromthe maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and Company of the applicable provision without violating the provisions of Section 409A, it ; (b) no amount shall be modified payable pursuant to Section 4 or otherwise upon a termination of employment unless such termination constitutes a “separation from service” with Company under Section 409A, and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as event that Employee is a separate identified payment “specified employee” for purposes of Section 409A. The preceding provisions 409A, no amount shall not be construed as a guarantee by payable until the Company first day of any particular tax effect the seventh month immediately following the separation from service; (c) to the Executive of the payments and extent that reimbursements or other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute nonqualified deferred compensation, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Employee, (cii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (d) for purposes of Section 409A, Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, whenever a payment obligation under this Agreement arises on account specifies a payment period with reference to a number of days, the Executive’s “separation from service” actual date of payment within the specified period shall be within the sole discretion of Company; and (as defined e) any other provision of this Agreement to the contrary notwithstanding, in no event shall any payment or benefit under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under this Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. Notwithstanding anything in this paragraph or any other provision of the Tax this Agreement, if any payment under this Agreement gives rise, directly or indirectly, to liability for a penalty tax under Code and determined in good faith by the Compensation CommitteeSection 409A (and/or any penalties and/or interest with respect to such penalty tax or excise tax), Employee shall bear the cost of any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1)and all such penalties, after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest taxes and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathinterest.

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder comply with or are intended to comply with, or otherwise be exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withExecutive hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (ai) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Agreement, if Executive is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3ii) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the payable upon Executive’s separation from service or, if earlierservice, within 15 days the meaning of Section 409A, and (iii) would be payable prior to the six-month anniversary of Executive’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) the date that is one day after the appointment six-month anniversary of the personal representative date of such separation from service, or executor (b) the date of the Executive’s estate following his death.

409A. This Agreement and the amounts payable and other benefits hereunder are is intended to comply with, with or otherwise be exempt from, from Section 409A of the Tax Code. This Agreement Internal Revenue Code of 1986, as amended (“Section 409A”) or an exception thereunder and shall be administeredinterpreted, interpreted construed and construed administered in accordance therewith. Notwithstanding anything in this Agreement to the contrary, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to you prior to the date that is six (6) months after your Separation Date or, if earlier, your date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a manner consistent with Section 409A. If single lump sum on the first payroll date following the date that is six (6) months after your Separation Date. To the extent that any provision reimbursements are taxable to you, any such reimbursement payment due to you shall be paid to you in all events on or before the last day of this Agreement is found your taxable year following the taxable year in which the related expense was incurred. The reimbursements are not subject to comply with, liquidation or otherwise exchange for another benefit and the amount of such benefits and reimbursements that you receive in one taxable year shall not to be exempt from, affect the provisions amount of such benefits or reimbursements that you receive in any other taxable year. For purposes of Section 409A, it shall be modified and given effecteach installment payment, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentif applicable, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment provided under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by payment. Notwithstanding the foregoing, the Company of any particular tax effect to the Executive of makes no representations that the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under comply with Section 409A and in no event shall the Company be liable for all or any portion of the Tax Code and determined in good faith any taxes, penalties, interest or other expenses that may be incurred by the Compensation Committee), any payment you as a result of “deferred compensation” (as defined under Treasury Regulation this Agreement failing to comply with Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This The intent of the parties is that payments and benefits under this Agreement and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, provisions of Code Section 409A of shall comply with Code Section 409A and, accordingly, to the Tax Code. This maximum extent permitted, this Agreement shall be administeredinterpreted to be in compliance therewith. A cessation or termination of Employee shall not be deemed to have occurred for purposes of Sections 4(i), interpreted and construed in a manner consistent with Section 409A. If 5 or 8 or any other provision of this Agreement providing for the payment of any Amounts or benefits subject to Code Section 409A upon or following a cessation or termination of employment unless such termination is found not also a “separation from service” as defined in Code Section 409A(a)(2)(A)(i) and the regulations thereunder, of the Employee from the Employer (“Separation from Service”) and, for purposes of any such provision of this Agreement, references to comply witha “termination”, “cessation of employment”, “termination of employment” or otherwise not like terms shall mean such “Separation from Service”. If the Employee is deemed on the date of his termination of employment to be exempt froma “specified employee” within the meaning of that term under Code Section 409(a)(2)(B)(i), then with regard to any payment or the provisions provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “Separation from Service”, no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six (6) month period measured from the date of such “Separation from Service” of the Employee, and (B) the date of the Employee's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 13(xi) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines Employee's right to be necessary or appropriate receive any installment payments pursuant to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a right to receive a series of separate identified and distinct payments. 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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall 409A be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in offset by any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in amount unless otherwise permitted by Code Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This Agreement and the amounts payable and other benefits hereunder are is intended to comply with, or otherwise be exempt from, with Section 409A of the Tax Internal Revenue Code of 1986, as amended (the “Code. This Agreement shall ”) and will be administered, interpreted and construed in a manner consistent intended to comply with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion 409A of the Board Code (and any related regulations or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment other pronouncements). Amounts payable under this Agreement shall be treated deemed not to be a “deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions set forth in Treas. Reg. Section 1.409A-1(b)(4) (“short-term deferrals”) and Treas. Reg. Section 1.409A-1(b)(9) (“separation pay plans”) and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6. References under this Agreement to a termination of your employment shall be deemed to refer to the date upon which you have experienced a “separation from service” within the meaning of Section 409A of the Code. Each payment made under this Agreement shall be designated as a “separate identified payment for purposes payment” within the meaning of Section 409A. The preceding provisions 409A of the Code. For the avoidance of doubt, any continued health benefit plan coverage that you are entitled to receive following your termination of employment is expected to be exempt from Section 409A of the Code and, as such, shall not be construed as subject to delay pursuant to this paragraph. To the extent that any reimbursement, fringe benefit, or other similar arrangement provided herein provides for a guarantee by “deferral of compensation” within the Company meaning of any particular tax effect to the Executive Section 409A of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses ofCode, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If ; (ii) the amount eligible for reimbursement or payment in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a payment obligation under this Agreement arises plan providing medical or health benefits may impose a generally applicable limit on account the amount that may be reimbursed or paid); (iii) subject to any shorter time periods provided in any expense reimbursement policy of the Executive’s “separation from service” Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (as defined under Treasury Regulation Section 1.409A-1(h)iv) while the Executive is reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. While the payments and benefits provided hereunder are intended to be structured in a “specified employee” (as defined manner to avoid the implication of any penalty taxes under Section 409A of the Tax Code and determined Code, in good faith by no event whatsoever shall the Compensation Committee)Company or any of its affiliates be liable for any additional tax, any payment interest or penalties that may be imposed on you as a result of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day 409A of the seventh month beginning after the date Code or any damages for failing to comply with Section 409A of the Executive’s separation from service orCode (other than for withholding obligations or other obligations applicable to employers, if earlierany, within 15 days after the appointment under Section 409A of the personal representative or executor of the Executive’s estate following his deathCode).

409A. (a) This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall will be administered, interpreted and construed in compliance with Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder (“Section 409A”), including any exemption thereunder. With respect to payments, if any, subject to Section 409A (and not excepted therefrom), each such payment is paid as a manner result of a permissible distribution event, and at a specified time, consistent with Section 409A. If Executive has no right to, and there shall not be, any acceleration or deferral with respect to payments hereunder. Executive acknowledges and agrees that Employer shall not be liable for, and nothing provided or contained in this Agreement will obligate or cause Employer to be liable for, any tax, interest or penalties imposed on Executive related to or arising with respect to any violation of Section 409A. For purposes of this Agreement, any reference to “termination of employment”, “termination” or similar reference shall be construed to be a reference to “separation from service” within the meaning of Section 409A. (b) Notwithstanding any other provision of this Agreement is found not to comply withthe contrary, to the extent that any amount payable or otherwise not benefit to be provided under this Agreement constitutes an amount payable or benefit to be provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from, the provisions of from Section 409A, it shall be modified and given effect, in the sole discretion of the Board such amount or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board benefit is payable or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated provided as a separate identified payment for purposes result of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation in Section 1.409A-1(h409A)) while the , and Executive is a “specified employee” (as defined and determined under Section 409A and any relevant procedures that either Employer Entity may establish) at the time of the Tax Code and determined in good faith by the Compensation Committee), any payment of her “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall service,” then such payment or benefit will not be paid on made or provided to Executive until the first day of the seventh month beginning after the date of the that is six months following Executive’s “separation from service orservice,” at which time all payments or benefits that otherwise would have been paid or provided to Executive under this Agreement during that six-month period, but were not paid or provided because of this clause, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if earlierExecutive “separates from service” due to death or if Executive dies before the six-month period has elapsed, within 15 days after the appointment of the personal representative in which event any such payments or executor of the benefits will be paid or provided to Executive’s estate following his deathas contemplated in Section 9, above.

409A. This Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation subject to the twenty percent (20%) 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six (6)-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under 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)) while . The parties intend that the Executive is a “specified employee” (as defined under payments contemplated by this Agreement will be exempt from, or otherwise administered in accordance with Section 409A of the Tax Code. To the extent that any provision of this Agreement is ambiguous as to 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. 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 determined all related rules and regulations in good faith by order to preserve the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This The intent of the parties is that payments and benefits under this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Internal Revenue Code Section 409A of and the Tax Code. This regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed to be in a manner consistent with Section 409A. If compliance therewith. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered "nonqualified deferred compensation" under Code Section 409A unless such termination is found not also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to comply with, a "termination," "termination of employment" or otherwise not like terms shall mean "separation from service." If Executive is deemed on the date of termination to be exempt froma "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non­qualified deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the provisions date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of Executive, and (B) thirty (30) days from the date of Executive's death (the "Delay Period"). (ii) 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, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or 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 taxable year following the taxable year in which the expense occurred. (iii) For purposes of Code Section 409A, Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment obligation under this Agreement arises on account specifies a payment period with reference to a number of the Executive’s “separation from service” days (as defined under Treasury Regulation Section 1.409A-1(h)e.g., "within sixty (60) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after days following the date of termination"), the Executive’s separation from service or, if earlier, actual date of payment within 15 days after the appointment specified period shall be within the sole discretion of the personal representative or executor of the Executive’s estate following his deathCompany."

409A. This (a) It is intended that this Agreement and the amounts payable payments hereunder will not be considered to constitute in whole or in part payments from a nonqualified deferred compensation plan within the meaning of Code section 409A and other benefits hereunder are intended to comply withthe Treasury Regulations and guidance promulgated thereunder (collectively, or otherwise “Section 409A”) and so will be exempt from, Section 409A of from the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions requirements of Section 409A, it and the Agreement shall be modified and given effectinterpreted to that end to the fullest extent possible. However, in the sole discretion of the Board event that any payment or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board benefit (or Compensation Committee determines portion thereof) provided pursuant to this Agreement is nonetheless determined to be necessary or appropriate paid from a nonqualified deferred compensation plan subject to comply withSection 409A, or to effectuate an exemption from, Section 409A. Each payment under the applicable terms of this Agreement shall be interpreted in a manner that complies with Section 409A to the fullest extent possible. (b) Any payment due under the Agreement of nonqualified deferred compensation within the meaning of Section 409A that is payable on termination of employment (or similar term) shall be delayed until the Employee also has a “separation from service” within the meaning of Section 409A. (c) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement (including payments under Section 2.02 hereof) shall be treated as a right to receive a series of separate identified payment for purposes and distinct payments. Further, if an amount to be paid to the Employee under the Agreement on account of his “separation from service” while the Employee is a “specified employee” is an amount payable under a “nonqualified deferred compensation plan” (as those terms are defined under Section 409A. The preceding provisions 409A), any such payments that would otherwise be paid within 6 months after such separation from service shall not be construed as a guarantee by paid until the Company first business day after the end of any particular tax effect to such six-month period, or, if earlier, within 15 days after the Executive appointment of the personal representative or executor of the Employee’s estate following his death, at which time such delayed payments and other benefits under this Agreement. shall be paid in a single payment without interest. (d) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits tothat are not excluded from the Employee’s taxable income, the Executive, then except as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: permitted by Section 409A (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation ; (ii) the amount of expenses eligible for reimbursement, or 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 with regard to expenses reimbursed under this Agreement arises on account any arrangement covered by Section 105(b) of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is Code solely because such expenses are subject to a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect limit related to the exemptions period the arrangement is in Treasury Regulation Sections 1.409A-1(b)(3effect; and (iii) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and payments shall be paid made on or before the first last day of the seventh month beginning after Employee’s taxable year following the date of taxable year in which the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathexpense was incurred.

409A. This Agreement To the extent necessary to avoid adverse tax consequences, and the amounts payable and other benefits hereunder are intended except as described below, any payment to comply withwhich Executive becomes entitled under this Agreement, or otherwise be exempt fromany arrangement or plan referenced in this Agreement, that constitutes “deferred compensation” under Section 409A of the Tax CodeInternal Revenue Code (“409A”), and is (a) payable upon your termination; (b) at a time when Executive is a “specified employee” as defined by 409A shall not be made until the earliest of: · the expiration of the six month period (the “Deferral Period”) measured from the date of Executive’s "separation from service" under 409A; or · the date of Executive’s death. Upon the expiration of the Deferral Period, all payments that would have been made during the Deferral Period (whether in a single lump sum or in installments) shall be paid to Executive (or, if applicable, Executive’s estate) as a single lump sum. This Agreement section shall be administerednot apply to any payment which constitutes “separation pay” as described in Internal Revenue Regulations Section 409A-1(b)(9) (in general, interpreted payments (i) that are made on an involuntary separation from service which (ii) do not exceed the lesser of two times (x) your annualized compensation for the taxable year preceding the year in which the separation from service occurs or (y) the Code Section 401(a)(17) limit on compensation for the year in which separation from service occurs and construed (iii) are paid in a manner consistent with Section 409A. If total by the end of the second calendar year following the calendar year in which the separation from service occurs.) With regard to any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment that provides for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Tax Code; 409A, (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , (ii) the amount of expenses eligible for reimbursement or in-kind benefits to be 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 with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect limit related to the exemptions period the arrangement is in Treasury Regulation Sections 1.409A-1(b)(3effect, and (iii) through (b)(12)) that is scheduled such payments shall be made before the last day of your taxable year following the year in which the expense occurred. Each amount to be paid within six months after such separation from service shall accrue without interest and or benefit to be provided to you shall be paid on construed as a “separate identified payment” for purposes of Code Section 409A to the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathfullest extent permitted therein.

409A. This The intent of the parties is that payments and benefits under this Agreement and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, provisions of Code Section 409A of shall comply with Code Section 409A and, accordingly, to the Tax Code. This maximum extent permitted, this Agreement shall be administeredinterpreted to be in compliance therewith. A cessation or termination of Employee shall not be deemed to have occurred for purposes of Sections 4(i), interpreted and construed in a manner consistent with Section 409A. If 5 or 8 or any other provision of this Agreement providing for the payment of any Amounts or benefits subject to Code Section 409A upon or following a cessation or termination of employment unless such termination is found not also a “separation from service” as defined in Code Section 409A(a)(2)(A)(i) and the regulations thereunder, of the Employee from the Employer (“Separation from Service”) and, for purposes of any such provision of this Agreement, references to comply witha “termination”, “cessation of employment”, “termination of employment” or otherwise not like terms shall mean such “Separation from Service”. If the Employee is deemed on the date of his termination of employment to be exempt froma “specified employee” within the meaning of that term under Code Section 409(a)(2)(B)(i), then with regard to any payment or the provisions provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “Separation from Service”, no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six (6) month period measured from the date of such “Separation from Service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 13(xi) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the ExecutiveEmployee’s consent, in such manner as the Board or Compensation Committee determines right to be necessary or appropriate receive any installment payments pursuant to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a right to receive a series of separate identified and distinct payments. 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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall 409A be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in offset by any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in amount unless otherwise permitted by Code Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. . (a) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (b) If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his her death.

409A. This (a) To the extent applicable, this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise shall be exempt from, interpreted in accordance with Section 409A of the Tax Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder (together, “Section 409A”). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If Notwithstanding any provision of this Agreement is found not to comply withthe contrary, or otherwise not if the Company determines that any compensation payable under this Agreement may be subject to be exempt from, the provisions of Section 409A, it the Company shall be modified work in good faith with you to adopt such amendments to this Agreement or adopt other policies and given procedures (including amendments, policies and procedures with retroactive effect), in or take any other actions, that the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee Company determines to be are necessary or appropriate to comply withavoid the imposition of taxes under Section 409A, or including without limitation, actions intended to effectuate an exemption from, Section 409A. Each payment (A) exempt the compensation payable under this Agreement from Section 409A, and/or (B) comply with the requirements of Section 409A. Any right to a series of installment payments hereunder, including without limitation, any right to receive the Severance (if applicable), shall be treated as a right to a series of separate identified payment payments for purposes of Section 409A. 409A. (b) To the extent that any payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to the you to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The preceding provisions shall not be construed as a guarantee by the Company amount of any particular tax effect to the Executive of the such payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the payments or expenses that are eligible for payment or reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for and the Consultant’s right to such payments or reimbursement of any such expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. If a payment obligation under . (c) Notwithstanding anything to the contrary in this Agreement arises on account of Agreement, no compensation or benefits shall be paid to you during the Executive’s six (6)-month period following your “separation from service” (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as defined under Treasury Regulation Section 1.409A-1(h)) while a result of the Executive is a “specified employee” previous sentence, then on the first business day following the end of such six (as defined 6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Tax Code and determined in good faith by the Compensation Committeeyour death), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect the Company shall pay you a lump-sum amount equal to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through cumulative amount that would have otherwise been payable to the you during such period (b)(12without interest)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This The intent of the parties is that payments and benefits under this Agreement and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, provisions of Section 409A of the Tax Internal Revenue code of 1986, as amended (the “Code. This ”) and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed to be in a manner consistent compliance therewith. If the Employee notifies the Employer (with Section 409A. If specificity as to the reason therefor) that the Employee believes that any provision of this Agreement is found not (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Code Section 409A and the Employer concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Employee, reform such provision to attempt to comply withwith Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, or otherwise not such modification shall be made in good faith and shall, to be exempt fromthe maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Employer of the applicable provision without violating the provisions of Code Section 409A. 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 subject to Code Section 409A upon or following a termination of employment unless such termination is also a "Separation from Service" as defined in Exhibit B hereto and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean such "Separation from Service." If the Employee is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "Separation from Service," no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of such "Separation from Service" of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 18(x) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the ExecutiveEmployee’s consent, in such manner as the Board or Compensation Committee determines right to be necessary or appropriate receive any installment payments pursuant to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a right to receive a series of separate identified and distinct payments. 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 Employer. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall 409A be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in offset by any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in amount unless otherwise permitted by Code Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This The intent of the parties is that payments and benefits under this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise shall be exempt from, Internal Revenue Code Section 409A of and the Tax Code. This regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed to be in a manner consistent with Section 409A. If compliance therewith. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is found not also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to comply with, a “termination,” “termination of employment” or otherwise not like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be exempt froma “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the provisions date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death. (ii) 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, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , (ii) the amount of expenses eligible for reimbursement, or 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 this 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 payment obligation under this Agreement arises limit related to the period the arrangement is in effect and (iii) such payments shall be made on account or before the last day of the Executive’s “separation from service” taxable year following the taxable year in which the expense occurred. (as defined under Treasury Regulation iii) For purposes of Code Section 1.409A-1(h)) while 409A, the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), Executive’s right to receive any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect installment payments pursuant to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and this Agreement shall be paid on the first day treated as a right to receive a series of the seventh month beginning after separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the Executive’s separation from service or, if earlier, actual date of payment within 15 days after the appointment specified period shall be within the sole discretion of the personal representative or executor of the Executive’s estate following his deathCompany.

409A. This Agreement Prior to the Effective Time, the Company shall take all necessary actions to permit holders of all Company Options that will be Cancelled Company Options, and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, penalty tax under Section 409A of the Tax CodeCode (the "409A Penalty Tax"), to elect fixed payment terms (including payment in connection with a "change in the ownership or effective control of a corporation") for such Cancelled Company Options as permitted under the proposed regulations and related guidance under Section 409A of the Code (the "409A Correction"). This Agreement The 409A Correction shall be administered, interpreted and construed conducted in a manner consistent and compliant with Section 409A. If any provision 409A of this Agreement is found the Code and the regulations (including proposed regulations) promulgated thereunder as well as all other applicable laws. The 409A Correction shall not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, by itself result in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company accelerated vesting of any particular tax effect to Company Options. After the Executive of the payments Effective Time and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than before the end of the year after transition period under Section 409A of the year in which Code that permits the correction of discounted stock options, Parent shall use commercially reasonable efforts to commence an offer to modify all Company Options that will be Assumed Company Options that are subject to the 409A Penalty Tax (the "409A Offer") to increase the exercise price of such expense was incurred; and (c) the right to reimbursement or in-kind benefits options as necessary so that such options shall not be subject to liquidation or exchange for another benefitthe 409A Penalty Tax. If Each eligible holder of Assumed Company Options who participates in the 409A Offer and holds Assumed Company Options that are unvested at the Effective Time shall receive a cash payment obligation under this Agreement arises on account in an amount equal to the aggregate increase in exercise price of such modified Assumed Company Options. The 409A Offer shall be conducted in a manner consistent and compliant with Section 409A of the Executive’s “separation from service” Code and the regulations (including proposed regulations) promulgated thereunder as defined under Treasury Regulation Section 1.409A-1(h)) while well as all other applicable laws. Parent, in its sole discretion, may permit certain holders of Assumed Company Options, which are vested at the Executive Effective Time, to participate in a 409A Correction instead of a 409A Offer. In the event the 409A Offer is a “specified employee” (as defined not commenced before the end of the transition period under Section 409A of the Tax Code and determined Code, Parent shall use commercially reasonable efforts to allow each holder of Assumed Company Options to participate in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect a 409A Correction prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day end of the seventh month beginning after the date transition period under Section 409A of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathCode.

409A. This Anything in this Agreement and to the contrary notwithstanding, (a) It is intended that any amounts payable and other benefits hereunder are intended to comply with, or otherwise under this Agreement will either be exempt from, from or comply with Section 409A of the Tax Code. This Agreement shall be administeredInternal Revenue Code and all regulations, interpreted guidance and construed in a manner consistent with other interpretive authority issued thereunder (“Section 409A. If any provision of this Agreement is found 409A”) so as not to comply with, subject you to payment of any additional tax penalty or otherwise not to be exempt from, the provisions of interest imposed under Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall will be treated as interpreted on a separate identified payment for purposes basis consistent with such intent. References to termination of employment herein mean a termination of employment that constitutes a Separation from Service within the meaning of Section 409A. The preceding provisions shall not be construed as a guarantee by 409A. (b) To the Company extent that the reimbursement of any particular tax effect to expenses or the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of any in-kind benefits to, the Executive, as specified under this AgreementAgreement is subject to Section 409A, (i) the amount of such reimbursement of expenses eligible for reimbursement, or provision of in-kind benefits shall to be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in during any one taxable calendar year shall not affect the amount of such expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits to be provided in any other taxable calendar year, except for any medical reimbursement arrangement providing for the ; (ii) reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible any such expense shall be made by no later than the end December 31 of the year after following the calendar year in which such expense was is incurred; and (ciii) the your right to reimbursement receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If Whenever a payment obligation under this Agreement arises on account 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 Executive’s “separation Company. (c) Notwithstanding the payment dates set forth herein, if and to the extent necessary to prevent you from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined being subject to adverse tax consequences under Section 409A of the Tax Code and determined in good faith by the Compensation Committee)409A, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to you shall not be paid within six months after such separation from service shall accrue without interest and shall be paid on the amounts under Paragraph 1 until the first day of the seventh month beginning after the date six month anniversary of your termination of employment date. The foregoing sentence shall not be applicable in the Executive’s separation from service or, event of your death. All amounts payable under this Agreement shall be without interest if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathpaid when due.

409A. This The intent of the parties is that payments and benefits under this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Internal Revenue Code Section 409A of and the Tax Code. This regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed to be in a manner consistent with Section 409A. If compliance therewith. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered "nonqualified deferred compensation" under Code Section 409A unless such termination is found not also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to comply with, a "termination," "termination of employment" or otherwise not like terms shall mean "separation from service." If Executive is deemed on the date of termination to be exempt froma "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the provisions date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of Executive, and (B) thirty (30) days from the date of Executive's death (the "Delay Period"). (ii) 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, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or 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 taxable year following the taxable year in which the expense occurred. (iii) For purposes of Code Section 409A, Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment obligation under this Agreement arises on account specifies a payment period with reference to a number of the Executive’s “separation from service” days (as defined under Treasury Regulation Section 1.409A-1(h)e.g., "within sixty (60) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after days following the date of termination"), the Executive’s separation from service or, if earlier, actual date of payment within 15 days after the appointment specified period shall be within the sole discretion of the personal representative or executor of the Executive’s estate following his deathCompany."

409A. This (i) The Company and Executive intend no payments to be made and no benefits to be provided under this Agreement and the amounts payable and other benefits hereunder are intended will be subject to comply with, or otherwise be exempt from, Section taxation under § 409A of the Tax Code and that the terms of this Agreement will be interpreted in good faith in a manner which is intended to minimize the risk that Executive will be subject to tax under § 409A of the Code with respect to any such payments or benefits, and the Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by §409A of the Code. This , any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year. (ii) Items eligible for expense reimbursement under the terms of this Agreement shall be administered, interpreted and construed reimbursed in a manner consistent intended to qualify for an exemption under § 409A of the Code, which shall include implementing the following limitations with Section 409A. If respect to reimbursements: (A) the amount of such expenses eligible for reimbursement in any provision calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (B) no such reimbursement may be exchanged or liquidated for another payment or benefit, (C) any reimbursements of this Agreement is found such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar in which the related expenses were incurred and (D) the Company's obligation to make reimbursements or to provide in-kind benefits that constitute deferred compensation under § 409A of the Code shall not to comply withextend beyond Executive's lifetime or, or otherwise not to be exempt fromif later, the provisions end of Section 409Athe twenty (20) year period which starts on the Effective Date. (iii) Any payments that qualify for the "short-term deferral" exception, it the separation pay exception or another exception under § 409A of the Code shall be modified paid under the applicable exception. The Company and given effect, in the sole discretion Executive agree that each installment of the Board or Compensation Committee thereof payments and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions § 409A of the Code and that neither the Company nor Executive shall not have the right to accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to any tax under §409A of the Code; provided, however, to the extent permitted by § 409A of the Code, if the Applicable Pay Date is the Delayed Pay Date and Executive dies before such Delayed Pay Date, then any payments or benefits due on the Delayed Pay Date will be made within thirty (30) days following Executive's death (or, if earlier on the Delayed Pay Date). Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a "specified employee" for purposes of § 409A of the Code (as determined in accordance with the methodology established by the Company and its affiliates as in effect on the date of Executive's Separation from Service), any payment that constitutes nonqualified deferred compensation within the meaning of § 409A of the Code that is otherwise due to Executive under this Agreement during the six (6) month period immediately following Executive's Separation from Service on account of Executive's Separation from Service shall be accumulated and paid to Executive on the Delayed Pay Date, to the extent necessary to prevent the imposition of tax penalties on Executive under § 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of § 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Pay Date or thirty (30) days after the date of Executive's death. (iv) Executive acknowledges and agrees that nothing in this Agreement shall be construed as a guarantee or indemnity by the Company of any particular for the tax effect consequences to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified called for under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in including any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation tax consequences under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section § 409A of the Tax Code Code, and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) Executive agrees that is scheduled to be paid within six months after such separation from service shall accrue without interest and Executive shall be paid on the first day of the seventh month beginning after the date of the responsible for paying all taxes due with respect to such payments made and benefits provided to Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This To the extent that any payment or benefit due to the Executive under this Agreement provides for the payment of non-qualified deferred compensation, the intent of the parties is that payments and the amounts payable and other benefits hereunder are intended to under this Agreement comply with, or otherwise be exempt from, with Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Code (“Section 409A”) and, it shall be modified and given effectaccordingly, in to the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentmaximum extent permitted, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment 12 with the Company for purposes of this Agreement, no Termination Date shall be deemed to have occurred, and no payment otherwise due upon a termination of employment shall be due to the Executive under this Agreement, until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement that constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect Notwithstanding anything to the Executive of the payments and other benefits under contrary in this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: Agreement (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation whether under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committeeor otherwise), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) extent that is scheduled any payments to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of made upon the Executive’s separation from service orwould result in the imposition of any individual penalty tax imposed under Section 409A, if earlier, within 15 days the payment shall instead be made on the first business day after the appointment earlier of (i) the personal representative or executor of date that is six (6) months following such separation from service and (ii) the Executive’s estate death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following his deaththe year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year.

409A. This The parties intend that the payments and benefits provided for in this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise either be exempt from, from Section 409A of the Tax Internal Revenue Code. This Agreement shall , as amended (the “Code”) or be administered, interpreted and construed provided in a manner consistent that complies with Section 409A. If any provision 409A of this Agreement is found not the Code. Notwithstanding anything contained herein to comply withthe contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or otherwise not to be exempt from, provided only upon those terminations of employment that constitute a ‘separation from service’ from the provisions Company within the meaning of Section 409A, it shall be modified and given effect, in the sole discretion 409A of the Board or Compensation Committee thereof and without requiring Code (determined after applying the Executive’s consent, presumptions set forth in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Treas. Reg. Section 409A. 1.409A-1(h)(1)). Each payment or series of payments under this Agreement or otherwise shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by 409A of the Company Code. In no event may Executive, directly or indirectly, designate the calendar year of any particular tax effect payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the Executive meaning of Section 409A of the payments Code. All reimbursements and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided such reimbursements that Executive receives in any other taxable year, except for . Notwithstanding any medical reimbursement arrangement providing for the reimbursement of expenses referred to provision in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises to the contrary, if on account the date of his termination from employment with the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Company Executive is deemed to be a “specified employee” (as defined under within the meaning of Code Section 409A of and the Tax Code and determined in good faith Final Treasury Regulations using the identification methodology selected by the Compensation Committee)Company from time to time, or if none, the default methodology under Code Section 409A, any payment payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferred deferral of compensation” within the meaning of Code Section 409A shall be delayed and paid or provided (as defined under Treasury Regulation Section 1.409A-1(b)(1)or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after giving effect to Executive’s termination of employment for any reason other than death, and (ii) the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest date of Executive’s death, and any remaining payments and benefits shall be paid on or provided in accordance with the first day normal payment dates specified for such payment or benefit. Notwithstanding any of the seventh month beginning after foregoing to the date contrary, the Company and its respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Code Section 409A, and none of the Executive’s separation from service or, if earlier, within 15 days after foregoing shall have any liability for the appointment failure of the personal representative terms of this Agreement as written to comply with, or executor be exempt from, the provisions of the Executive’s estate following his death.Code Section 409A.

409A. This The intent of the parties is that payments and benefits under this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Internal Revenue Code Section 409A of and the Tax Code. This regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed to be in a manner consistent with Section 409A. If compliance therewith. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is found not also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to comply with, a “termination,” “termination of employment” or otherwise not like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be exempt froma “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the provisions date which is the earlier of (A) the expiration of the six (6)month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death (the “Delay Period”). (ii) 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, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , (ii) the amount of expenses eligible for reimbursement, or 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 payment obligation under this Agreement arises limit related to the period the arrangement is in effect and (iii) such payments shall be made on account or before the last day of the Executive’s “separation from service” taxable year following the taxable year in which the expense occurred. (as defined under Treasury Regulation iii) For purposes of Code Section 1.409A-1(h)) while 409A, the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), Executive’s right to receive any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect installment payments pursuant to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and this Agreement shall be paid on the first day treated as a right to receive a series of the seventh month beginning after separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the Executive’s separation from service or, if earlier, actual date of payment within 15 days after the appointment specified period shall be within the sole discretion of the personal representative or executor of the Executive’s estate following his deathCompany.”

409A. This Agreement and is intended to qualify for an exemption from §409A of the amounts payable and other benefits hereunder are Internal Revenue Code of 1986, as amended (“§409A”), where applicable; however, if this Agreement is not so exempt, it is intended to comply with, or otherwise be exempt from, Section with §409A of to the Tax Codeextent applicable. This Agreement shall must be administered, interpreted and construed in a manner consistent with Section 409A. If this intent, provided that Jabil does not assume any resulting increased economic burden. Jabil does not represent or warrant that this Agreement complies with §409A or any other provision of this Agreement is found not to comply withfederal, state, or otherwise not local law. Neither Jabil nor its directors, officers, employees or advisers is liable to be exempt fromYou (or any other individual or entity) for any tax, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply withinterest, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated penalties You may owe as a separate identified payment for purposes result of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits compensation paid under this Agreement. With respect , and Jabil has no obligation to indemnify or otherwise protect You from the obligation to pay taxes pursuant to §409A. Regarding any provision in this Agreement that provides for reimbursement of costs and expenses ofor in-kind benefits, except as permitted by §409A, (i) the right to payment or any provision of reimbursement or in-kind benefits tois not subject to liquidation or exchange for any other benefit, (ii) the Executive, as specified under this Agreement, such reimbursement amount of expenses eligible for reimbursement, or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one provided, during any taxable year shall of You does not affect the expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits provided to be provided, in any other taxable year, except for provided that the foregoing clause (ii) is not violated by any lifetime or other limits under Jabil’s group medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(bplans and (iii) of the Tax Code; (b) the reimbursement of an eligible expense shall such payments will be made no later than on or before the end last day of Your taxable year following the year after the taxable year in which such the expense was incurred; . Each separately identified amount and (c) the right installment payment to reimbursement which You are entitled is a separate payment for purposes of §409A. No compensation or in-kind benefits shall not be benefit that is subject to liquidation or exchange for another benefit. If the requirements of §409A and that is payable upon Your termination of employment will be paid unless Your termination of employment constitutes a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under within the meaning of Treasury Regulation Section §1.409A-1(h)) while , and references in this Agreement to “termination”, “termination of employment” or like terms mean a “separation from service.” If You are deemed at the Executive is time of Your separation from service to be a “specified employee” (as defined under Section 409A for purposes of §409(A)(a)(2)(B)(i), to the extent delayed commencement of any portion of the Tax Code and determined compensation or benefits to which You are entitled under this Agreement is required in good faith by the Compensation Committeeorder to avoid a prohibited distribution under §409A(a)(2)(B)(i) (any such delayed commencement, a “Payment Delay”), such compensation or benefits will be provided to You on the earlier of (1) the date that is six months and one day from the date of Your “separation from service” with Jabil or (2) Your death. All payments and benefits deferred pursuant to the Payment Delay will be paid in a lump sum to You, and any payment remaining compensation due under this Agreement will be provided as otherwise set forth. The determination of whether You are a “specified employee” for purposes of §409A(a)(2)(B)(i) as of the time of Your separation from service is made by Jabil in accordance with the terms of §409A. Notwithstanding any provision to the contrary in this Agreement, with respect to any payments or benefits that are considered “nonqualified deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1)§409A, after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that then each such payment which is scheduled conditioned upon your execution and non-revocation of this Agreement and which is to be paid within six months after such separation from service shall accrue without interest or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid on or provided in the first day later of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathtwo taxable years.

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder comply with or are intended to comply with, or otherwise be exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Employee agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withEmployee hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (ai) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive Agreement, if Employee is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation ii) is payable upon Employee’s separation from service, within the meaning of Section 1.409A-1(b)(1)409A, after giving effect and (iii) would be payable prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3six-month anniversary of Employee’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) through (b)(12)) the date that is scheduled to be paid within six months one day after the six-month anniversary of the date of such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after service, or (b) the date of the ExecutiveEmployee’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This The parties intend that the payments and benefits provided for in this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise either be exempt from, from Section 409A of the Tax Internal Revenue Code. This Agreement shall , as amended (the “Code”) or be administered, interpreted and construed provided in a manner consistent that complies with Section 409A. If any provision 409A of this Agreement is found not the Code. Notwithstanding anything contained herein to comply withthe contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or otherwise not to be exempt from, provided only upon those terminations of employment that constitute a ‘separation from service’ from the provisions Company within the meaning of Section 409A, it shall be modified and given effect, in the sole discretion 409A of the Board or Compensation Committee thereof and without requiring Code (determined after applying the Executive’s consent, presumptions set forth in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Treas. Reg. Section 409A. 1.409A-1(h)(1)). Each payment or series of payments under this Agreement or otherwise shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by 409A of the Company Code. In no event may Executive, directly or indirectly, designate the calendar year of any particular tax effect payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the Executive meaning of Section 409A of the payments Code. All reimbursements and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided that, Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided such reimbursements that Executive receives in any other taxable year, except for . Notwithstanding any medical reimbursement arrangement providing for the reimbursement of expenses referred to provision in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises to the contrary, if on account the date of his termination from employment with the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Company Executive is deemed to be a “specified employee” (as defined under within the meaning of Code Section 409A of and the Tax Code and determined in good faith Final Treasury Regulations using the identification methodology selected by the Compensation Committee)Company from time to time, or if none, the default methodology under Code Section 409A, any payment payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferred deferral of compensation” within the meaning of Code Section 409A shall be delayed and paid or provided (as defined under Treasury Regulation Section 1.409A-1(b)(1)or commence, in the case of installments) on the first payroll date on or following the earlier of (i) the date which is six (6) months and one (1) day after giving effect to Executive’s termination of employment for any reason other than death, and (ii) the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest date of Executive’s death, and any remaining payments and benefits shall be paid on or provided in accordance with the first day normal payment dates specified for such payment or benefit. Notwithstanding any of the seventh month beginning after foregoing to the date contrary, the Company and its respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Code Section 409A, and none of the Executive’s separation from service or, if earlier, within 15 days after foregoing shall have any liability for the appointment failure of the personal representative terms of this Agreement as written to comply with, or executor be exempt from, the provisions of the Executive’s estate following his death.Code Section 409A.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his her death.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement (a) All benefits and payments to the amounts payable Executive hereunder and other benefits hereunder are intended to comply with, or otherwise be exempt from, in accordance with Section 409A of the Tax Code. This Agreement , and the Company shall be administeredhave the right, interpreted acting reasonably, in good faith and construed in a manner consistent with Section 409A. If any provision upon prior notice to the Executive and/or when requested by the Executive, to amend or modify this Agreement, but only to the extent necessary to avoid the imposition of this Agreement is found not to comply withadditional taxes, or otherwise not to be exempt from, the provisions of penalties and interest under such Section 409A, it shall be modified and given effect, in ; provided that such amendment or modification substantially preserves the sole discretion value to the Executive of the Board affected benefit or Compensation Committee thereof payment. (b) All in-kind benefits provided and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a payment obligation under . (c) The parties intend that this Agreement arises on account will be administered in accordance with Section 409A of the Executive’s “Code. To the extent that any provision of this Agreement is ambiguous as to 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. (d) The determination of whether and when a separation from service” (as defined under service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (e) while The Company makes no representation or warranty and shall have no liability to the Executive is a “specified employee” (as defined under or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Tax Code and determined in good faith by but do not satisfy an exemption from, or the Compensation Committee)conditions of, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathSection.

409A. This (a) To the extent applicable, this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise shall be exempt from, interpreted in accordance with Section 409A of the Tax Internal Revenue Code of 1986, as amended (the "Code") and Department of Treasury regulations and other interpretive guidance issued thereunder (together, “Section 409A”). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If Notwithstanding any provision of this Agreement is found not to comply withthe contrary, or otherwise not if the Company determines that any compensation payable under this Agreement may be subject to be exempt from, the provisions of Section 409A, it the Company shall be modified work in good faith with you to adopt such amendments to this Agreement or adopt other policies and given procedures (including amendments, policies and procedures with retroactive effect), in or take any other actions, that the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee Company determines to be are necessary or appropriate to comply withavoid the imposition of taxes under Section 409A, or including without limitation, actions intended to effectuate an exemption from, Section 409A. Each payment (A) exempt the compensation payable under this Agreement from Section 409A, and/or (B) comply with the requirements of Section 409A. Any right to a series of installment payments hereunder, including without limitation, any right to receive the Severance (if applicable), shall be treated as a right to a series of separate identified payment payments for purposes of Section 409A. 409A. (b) To the extent that any payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to the you to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The preceding provisions shall not be construed as a guarantee by the Company amount of any particular tax effect to the Executive of the such payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the payments or expenses that are eligible for payment or reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for and the Consultant’s right to such payments or reimbursement of any such expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. If a payment obligation under . (c) Notwithstanding anything to the contrary in this Agreement arises on account of Agreement, no compensation or benefits shall be paid to you during the Executive’s six (6)-month period following your “separation from service” (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as defined under Treasury Regulation Section 1.409A-1(h)) while a result of the Executive is a “specified employee” previous sentence, then on the first business day following the end of such six (as defined 6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Tax Code and determined in good faith by the Compensation Committeeyour death), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect the Company shall pay you a lump-sum amount equal to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3cumulative amount that would have otherwise been payable to the you during such period (without interest). Signature: By: /s/ XXXXXX X. ROSENFELD___ Xxxxxx X. Xxxxxxxxx, CEO Counter-signature: /s/ XXXXXXX PARADISE ___ Xxxxxxx Paradise Agreement (this “Agreement”) through dated as of April 5, 2016, by and between Xxxxxx Xxxxxx, Ltd., a Delaware corporation, with offices at 00-00 Xxxxxxx Xxxxxx, Long Island City, New York 11104 (b)(12the “Company”) and Xxxxxxx Paradise, with an address at 00 Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (the “Employee”)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Notwithstanding anything contained herein to the contrary, all payments and benefits under Paragraph 6B of this Agreement and shall be paid or provided only at the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, time of a termination of the Executive’s employment that constitutes a “separation from service” from the Employer within the meaning of Section 409A of the Tax CodeCode and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. This Agreement shall be administeredReg. Section 1.409A-1(h)(1)). Further, interpreted and construed in a manner consistent with Section 409A. If any provision if at the time of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consenttermination of employment with the Employer, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Employer in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such manner as termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Board Code, then the Employer will defer the commencement of the payment of any such payments or Compensation Committee determines benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to be necessary the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Employer (or appropriate the earliest date permitted under Section 409A of the Code), whereupon the Employer will pay the Executive a lump-sum amount equal to comply with, or the cumulative amounts that would have otherwise been previously paid to effectuate an exemption from, Section 409A. Each payment the Executive under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by during the Company of any particular tax effect to the Executive of the period in which such payments and other or benefits under were deferred. Thereafter, payments will resume in accordance with this Agreement. With respect Notwithstanding anything to any reimbursement of expenses ofthe contrary in this Agreement, or any provision of in-kind benefits to, the Executive, as specified and reimbursements provided under this Agreement, such reimbursement of expenses or provision of Agreement during any calendar year shall not affect in-kind benefits shall or reimbursements to be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable calendar year, except for any medical reimbursement other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; , and (c) the right to reimbursement or in-kind benefits shall are not be subject to liquidation or exchange for another benefit. If a payment obligation Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Employer or the Executive reasonably determines that any compensation or benefits payable under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under may be subject to Section 409A of the Tax Code, the Employer and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and determined in good faith by the Compensation Committee), any payment related Department of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathguidance.

409A. This (i) The Company and Executive intend no payments to be made and no benefits to be provided under this Agreement and the amounts payable and other benefits hereunder are intended will be subject to comply with, or otherwise be exempt from, Section taxation under § 409A of the Tax Code and that the terms of this Agreement will be interpreted in good faith in a manner which is intended to minimize the risk that Executive will be subject to tax under § 409A of the Code with respect to any such payments or benefits, and the Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by § 409A of the Code. This , any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year. (ii) Items eligible for expense reimbursement under the terms of this Agreement shall be administered, interpreted and construed reimbursed in a manner consistent intended to qualify for an exemption under § 409A of the Code, which shall include implementing the following limitations with Section 409A. If respect to reimbursements: (A) the amount of such expenses eligible for reimbursement in any provision calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (B) no such reimbursement may be exchanged or liquidated for another payment or benefit, (C) any reimbursements of this Agreement is found such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar in which the related expenses were incurred and (D) the Company’s obligation to make reimbursements or to provide in-kind benefits that constitute deferred compensation under § 409A of the Code shall not to comply withextend beyond Executive’s lifetime or, or otherwise not to be exempt fromif later, the provisions end of Section 409Athe twenty (20) year period which starts on the Effective Date. (iii) Any payments that qualify for the “short-term deferral” exception, it the separation pay exception or another exception under § 409A of the Code shall be modified paid under the applicable exception. The Company and given effect, in the sole discretion Executive agree that each installment of the Board or Compensation Committee thereof payments and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions § 409A of the Code and that neither the Company nor Executive shall not have the right to accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to any tax under § 409A of the Code; provided, however, to the extent permitted by § 409A of the Code, if the Applicable Pay Date is the Delayed Pay Date and Executive dies before such Delayed Pay Date, then any payments or benefits due on the Delayed Pay Date will be made within thirty (30) days following Executive’s death (or, if earlier on the Delayed Pay Date). (iv) Executive acknowledges and agrees that nothing in this Agreement shall be construed as a guarantee or indemnity by the Company of any particular for the tax effect consequences to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified called for under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in including any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation tax consequences under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section § 409A of the Tax Code Code, and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) Executive agrees that is scheduled to be paid within six months after such separation from service shall accrue without interest and Executive shall be paid on the first day of the seventh month beginning after the date of the responsible for paying all taxes due with respect to such payments made and benefits provided to Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement The intent of Executive and the amounts payable Company is that the payments and other benefits hereunder are intended to under this Agreement comply with, with or otherwise be exempt from, from Section 409A of the Tax Code. This Agreement shall be administeredInternal Revenue Code of 1986, interpreted as amended, and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of regulations and authoritative guidance promulgated thereunder (“Section 409A”), it shall be modified and given effectto the extent subject thereto, in and, accordingly, to the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentmaximum extent permitted, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated interpreted and administered to be exempt from or in compliance therewith, as applicable. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind remuneration provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The preceding provisions 409A, and any payments described herein that are due within the “short term deferral period” within the meaning of Section 409A shall not be construed treated as deferred compensation unless applicable law requires otherwise. To the extent required to comply with the requirements of Section 409A, a guarantee by the Company termination of any particular tax effect employment shall not be deemed to the Executive have occurred for purposes of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s until Executive would be considered to have incurred a “separation from service” (as defined under Treasury Regulation from the Company within the meaning of Section 1.409A-1(h)) while the Executive is 409A. For such purposes, references to a “specified employeetermination,” (as defined “termination of employment” or like terms shall mean “separation from service.” In no event shall the timing of Executive’s execution of a release result, directly or indirectly, in Executive designating the calendar year of any payment hereunder, and, to the extent required by Section 409A, if a payment hereunder that is subject to execution of a release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation that any or all of the payments or benefits to be provided pursuant to this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment or benefit. Executive shall be solely responsible for the payment of any taxes or penalties incurred under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each 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. All in-kind benefit provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits to be provided or the expense eligible for reimbursement in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under The determination of whether and when a separation from service has occurred shall be made in accordance with the presumption; set forth in Treasury Regulation Section 1.409A-1(h1.409A- 1(h)) while the Executive is a “specified employee” (as defined under . The parties intend that this Agreement will be administered in accordance with Section 409A of the Tax Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the pro vision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. 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 determined all related rules and regulations in good faith by order to preserve the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.such Section. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

409A. This Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each 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. All in-kind benefit provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits to be provided or the expense eligible for reimbursement in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under The determination of whether and when a separation from service has occurred shall be made in accordance with the presumption; set forth in Treasury Regulation Section 1.409A-1(h1.409A- 1(h)) while the Executive is a “specified employee” (as defined under . The parties intend that this Agreement will be administered in accordance with Section 409A of the Tax Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the pro vision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. 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 determined all related rules and regulations in good faith by order to preserve the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This Anything in this Agreement and to the contrary notwithstanding, (a) It is intended that any amounts payable and other benefits hereunder are intended to comply with, or otherwise under this Agreement will either be exempt from, from or comply with Section 409A of the Tax Code. This Agreement shall be administeredInternal Revenue Code and all regulations, interpreted guidance and construed in a manner consistent with other interpretive authority issued thereunder (“Section 409A. If any provision of this Agreement is found 409A”) so as not to comply with, subject you to payment of any additional tax penalty or otherwise not to be exempt from, the provisions of interest imposed under Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall will be treated as interpreted on a separate identified payment for purposes basis consistent with such intent. References to termination of employment herein mean a termination of employment that constitutes a Separation from Service within the meaning of Section 409A. The preceding provisions shall not be construed as a guarantee by 409A. (b) To the Company extent that the reimbursement of any particular tax effect to expenses or the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of any in-kind benefits to, the Executive, as specified under this AgreementAgreement is subject to Section 409A, (i) the amount of such reimbursement of expenses eligible for reimbursement, or provision of in-kind benefits shall to be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in during any one taxable calendar year shall not affect the amount of such expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits to be provided in any other taxable calendar year, except for any medical reimbursement arrangement providing for the ; (ii) reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible any such expense shall be made by no later than the end December 31 of the year after following the calendar year in which such expense was is incurred; and (ciii) the your right to reimbursement receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If Whenever a payment obligation under this Agreement arises on account 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 Executive’s “separation Company. (c) Notwithstanding the payment dates set forth herein, if and to the extent necessary to prevent you from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined being subject to adverse tax consequences under Section 409A of the Tax Code and (as determined in good faith by the Compensation Committee), any payment Company upon advice of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3Company’s tax counsel) through (b)(12)) that is scheduled to you shall not be paid within six months after such separation from service shall accrue without interest and shall be paid on the amounts under Paragraph 1 until the first day of the seventh month beginning after the date six month anniversary of your termination of employment date. The foregoing sentence shall not be applicable in the Executive’s separation from service or, event of your death. All amounts payable under this Agreement shall be without interest if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathpaid when due.

409A. This Agreement The intent of Employee and the amounts payable Company is that the payments and other benefits hereunder are intended to under this Agreement comply with, with or otherwise be exempt from, from Section 409A of the Tax Code. This Internal Revenue Code of 1986, as amended, and the regulations and authoritative guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not administered to be exempt fromfrom or in compliance therewith, as applicable. To the provisions of extent required to avoid an accelerated or additional tax under Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines Company will make best efforts to be necessary or appropriate ensure that amounts reimbursable to comply with, or to effectuate an exemption from, Section 409A. Each payment Employee under this Agreement shall be treated paid to Employee on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind remuneration provided to Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year. For purposes of this Agreement, each amount to be paid or | benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The preceding provisions 409A, and any payments described herein that are due within the “short term deferral period” within the meaning of Section 409A shall not be construed treated as deferred compensation unless applicable law requires otherwise. To the extent required to comply with the requirements of Section 409A, a guarantee by the Company termination of any particular tax effect employment shall not be deemed to the Executive have occurred for purposes of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s until Employee would be considered to have incurred a “separation from service” (as defined under Treasury Regulation from the Company within the meaning of Section 1.409A-1(h)) while the Executive is 409A. For such purposes, references to a “specified employeetermination,” (as defined “termination of employment” or like terms shall mean “separation from service.” In no event shall the timing of Employee’s execution of a release result, directly or indirectly, in Employee designating the calendar year of any payment hereunder. The Company makes no representation that any or all of the payments or benefits to be provided pursuant to this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment or benefit. Employee shall be solely responsible for the payment of any taxes or penalties incurred under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.409A.

409A. This (i) Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation otherwise subject to the twenty percent (20%) 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one (1) day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each 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. (ii) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one (1) taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, year (except for any lifetime or other aggregate limitation applicable to medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the expenses). Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a . (iii) To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under 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) while the Executive is a “specified employee” (as defined under The parties intend that this Agreement shall be administered in accordance with Section 409A of the Tax Code Code. To the extent that any provision of this Agreement is ambiguous as to its (v) The Company makes no representation or warranty and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This Agreement is and each of the amounts payable payments provided for hereunder, jointly and other benefits severally, are, intended either to provide for or constitute compensation not subject to §409A of the Internal Revenue Code of 1986, as amended (“§409A”), or to qualify for an exemption from §409A; however, if and to the extent that this Agreement or any payment(s) provided for hereunder are subject to §409A, the Agreement or such payment(s) or both are intended to comply withwith §409A. This Agreement must be interpreted consistent with this intent, provided that Jabil does not assume any liability for the additional tax assessed under §409A against You on the basis of this Agreement. Jabil does not represent or warrant that this Agreement complies with §409A or any other provision of federal, state, or otherwise be exempt fromlocal law. Neither Jabil nor its directors, Section 409A of the Tax Code. This Agreement shall be administeredofficers, interpreted and construed in a manner consistent with Section 409A. If employees or advisers is liable to You (or any provision of this Agreement is found not to comply withother individual or entity) for any tax, interest, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated penalties You may owe as a separate identified payment for purposes result of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits compensation paid under this Agreement. With respect , and Jabil has no obligation to indemnify or otherwise protect You from the obligation to pay taxes pursuant to §409A. Regarding any provision in this Agreement that provides for reimbursement of costs and expenses ofor in-kind benefits, except as permitted by §409A, (i) the right to payment or any provision of reimbursement or in-kind benefits tois not subject to liquidation or exchange for any other benefit, (ii) the Executive, as specified under this Agreement, such reimbursement amount of expenses eligible for reimbursement, or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one provided, during any taxable year shall of You does not affect the expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits provided to be provided, in any other taxable year, except for provided that the foregoing clause (ii) is not violated by any lifetime or other limits under Jabil’s group medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(bplans and (iii) of the Tax Code; (b) the reimbursement of an eligible expense shall such payments will be made no later than on or before the end last day of Your taxable year following the year after the taxable year in which such the expense was incurred; . Each separately identified amount and (c) the right installment payment to reimbursement which You are entitled is a separate payment for purposes of §409A. No compensation or in-kind benefits shall not be benefit that is subject to liquidation or exchange for another benefit. If the requirements of §409A and that is payable upon Your termination of employment will be paid unless Your termination of employment constitutes a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (within the meaning of Treasury Regulation §1.409A-1(h), and references in this Agreement to “termination”, “termination of employment” or like terms mean a “separation from service.” Without limiting the foregoing, the term “Separation Date” as used in this Agreement means the date upon which You experience a “separation from service,” as defined under Treasury Regulation Section 1.409A-1(h)in the preceding sentence, from Jabil. For the sake of clarity and elimination of doubt, the Parties agree that You will not experience a “separation from service” between the Effective Date and August 31, 2022 solely because the number of hours of active service rendered by You during any week within such period is less than twenty percent (20) while of the Executive is average number of hours worked per week by You by during the thirty-six (36) month period ending on the Effective Date. If You are deemed at the time of Your separation from service to be a “specified employee” (as defined under Section 409A for purposes of §409(A)(a)(2)(B)(i), to the extent delayed commencement of any portion of the Tax Code and determined in good faith by the Compensation Committee)compensation or benefits to which You are entitled under this Agreement (including without limitation, any payment of “deferred compensation” (as defined provided for under Treasury Regulation Section 1.409A-1(b)(12(A)(i) or 2(A)(ii), after giving effect that is subject to §409A) is required in order to satisfy the requirements for compliance with §409A(a)(2)(B)(i) (any such delayed commencement, a “Payment Delay”), such compensation or benefits will be provided to You on the earlier of (1) the date that is six months and one day from the date of Your “separation from service” with Jabil or (2) Your death. All payments and benefits deferred pursuant to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to Payment Delay will be paid within six months after such in a lump sum to You, and any remaining compensation due under this Agreement will be provided as otherwise set forth. The determination of whether You are a “specified employee” for purposes of §409A(a)(2)(B)(i) as of the time of Your separation from service shall accrue without interest and shall be paid on is made by Jabil in accordance with the first day terms of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.§409A.

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder comply with or are intended to comply with, or otherwise be exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Employee agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree arc necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withEmployee hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (ai) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive Agreement, if Employee is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation ii) is payable upon Employee’s separation from service, within the meaning of Section 1.409A-1(b)(1)409A, after giving effect and (iii) would be payable prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3six-month anniversary of Employee’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) through (b)(12)) the date that is scheduled to be paid within six months one day after the six-month anniversary of the date of such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after service, or (b) the date of the ExecutiveEmployee’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This It is intended that this Agreement and the amounts payable and other benefits hereunder are intended to will comply with, or otherwise be exempt from, with Section 409A of the Tax Internal Revenue Code of 1986, as amended (the “Code. This ”) (and any regulations and guidelines issued thereunder), to the extent the Agreement is subject thereto, and the Agreement shall be administeredinterpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, interpreted and construed the parties hereto will negotiate in good faith to amend the Agreement in a manner consistent with Section 409A. If that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of this Agreement is found not to comply with, or otherwise not Termination to be exempt froma “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines any benefit that is required to be necessary delayed pursuant to Code Section 409A(a)(2)(B), such payment or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions benefit shall not be construed as a guarantee by the Company of any particular tax effect made or provided prior to the Executive earlier of (i) the expiration of the payments and other benefits under this Agreement. With respect to any reimbursement six (6)-month period measured from the date of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s his “separation from service” (as such term is defined in Treasury Regulations issued under Treasury Regulation Code Section 1.409A-1(h409A), or (ii) while the Executive is a date of his death (the “specified employee” (as defined under Section 409A Delay Period”). Upon the expiration of the Tax Code Delay Period, all payments and determined benefits delayed pursuant to this Section (whether they would have otherwise been payable in good faith by a single sum or in installments in the Compensation Committee), any payment absence of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3such delay) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on or reimbursed to the first day Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion. In no case will compliance with this Section by the Company constitute a breach of the seventh month beginning after the date of the ExecutiveCompany’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathobligations under this Agreement.

409A. This The intent of the parties is that payments and benefits under this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Internal Revenue Code Section 409A of and the Tax Code. This regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be administered, interpreted and construed to be in a manner consistent with Section 409A. If compliance therewith. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is found not also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to comply with, a “termination,” “termination of employment” or otherwise not like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be exempt froma “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the provisions date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death. (ii) 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, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , (ii) the amount of expenses eligible for reimbursement, or 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 this 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 payment obligation under this Agreement arises limit related to the period the arrangement is in effect and (iii) such payments shall be made on account or before the last day of the Executive’s “separation from service” taxable year following the taxable year in which the expense occurred. (as defined under Treasury Regulation iii) For purposes of Code Section 1.409A-1(h)) while 409A, the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), Executive’s right to receive any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect installment payments pursuant to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and this Agreement shall be paid on the first day treated as a right to receive a series of the seventh month beginning after separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the Executive’s separation from service or, if earlier, actual date of payment within 15 days after the appointment specified period shall be within the sole discretion of the personal representative or executor of the Executive’s estate following his deathCompany.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise shall be exempt from, interpreted in accordance with Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended and any Treasury Regulations or other Department of Treasury guidance issued thereunder (“Section 409A”). This Agreement The parties intend that any amounts payable hereunder will be compliant with or exempt from Section 409A and shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions accordingly. For purposes of Section 409A, it shall be modified and given effect, in the sole discretion (i) each of the Board payments that may be made hereunder is designated as a separate payment and (ii) to the extent required to comply with Section 409A, references to “termination of service” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. In no event may Talent, directly or Compensation Committee thereof and without requiring indirectly, designate the Executive’s consent, in such manner as the Board or Compensation Committee determines calendar year of any payment to be necessary or appropriate made under this Agreement. Any reimbursements to comply with, or to effectuate an exemption from, Section 409A. Each payment Talent under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company paid within 30 days following receipt of any particular tax effect to expense requests, but in no event later than the Executive last day of the payments and other benefits under this Agreementcalendar year following the calendar year in which Talent incurred the reimbursable expense. With respect to any reimbursement Any amount of expenses ofeligible for 7 reimbursement, or any provision of in-kind benefits tobenefit provided, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable during a calendar year shall not affect the amount of expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits provided in benefit to be provided, during any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the . The right to any reimbursement or in-kind benefits benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. If a payment obligation Notwithstanding the foregoing, Lender and Talent shall be solely responsible and liable for the satisfaction of all taxes, interest, and penalties under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under or otherwise related to Section 409A of the Tax Code and determined that may be imposed on Lender and/or Talent or for Lender or Talent’s account in good faith by the Compensation Committee), connection with any payment or benefit made in accordance with this Agreement, and WWE shall have no obligation to indemnify or otherwise hold Lender or Talent (or any Affiliate, beneficiary, successor or assign thereof) harmless from any or all of “deferred compensation” (as defined under Treasury Regulation such taxes, interest, or penalties, except for failures to comply with Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) 409A that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative are caused by WWE or executor of the Executive’s estate following his deathits Affiliates.

409A. This Agreement Notwithstanding anything herein to the contrary, (a) Although the Company does not guarantee to Executive any particular tax treatment relating to the payments and the amounts payable benefits under this Agreement, it is intended that such payments and other benefits hereunder are intended to comply with, or otherwise be exempt from, or comply with, Section 409A of the Tax Code. This Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be administered, interpreted and construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If Notwithstanding any provision herein to the contrary, in no event shall the Company be liable for, or be required to indemnify Executive for, any liability of Executive for taxes or penalties under Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is found not also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to comply witha “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, or otherwise not to be exempt from, the provisions of except as permitted by Code Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (ci) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If ; (ii) the amount of expenses eligible for reimbursement, or 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 with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a payment obligation under this Agreement arises limit related to the period the arrangement is in effect; and (iii) such payments shall be made on account or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “separation from service” payment shall be made within 10 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as defined under Treasury Regulation Section 1.409A-1(h)a separate payment. (f) while Notwithstanding anything herein to the contrary, if Executive is is, as of the date of termination, a “specified employee” (as defined under Section 409A for purposes of the Tax Code and determined in good faith by the Compensation CommitteeTreas. Reg. § 1.409A-1(i), then any payment of “deferred compensation” (as defined under Treasury Regulation amount payable to Executive pursuant to Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) 7 hereof that is scheduled to neither a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4) nor within the involuntary separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) will not be paid within before the date that is six months after the date of termination, or if earlier, the date of Executive’s death. Any payments to which Executive would otherwise be entitled during such separation from service shall accrue without interest non-payment period will be accumulated and shall be paid or otherwise provided to Executive on the first day of the seventh month beginning after the following such date of the Executive’s separation from service ortermination, or if earlier, within 15 30 days after the appointment of the personal representative or executor of the Executive’s death to her surviving spouse (or to her estate following his deathif Executive’s spouse does not survive her).

409A. This Agreement Prior to the Effective Time, the Company shall take all necessary actions to permit holders of all Company Options that will be Cancelled Company Options, and which are subject to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, penalty tax under Section 409A of the Tax CodeCode (the “409A Penalty Tax”), to elect fixed payment terms (including payment in connection with a “change in the ownership or effective control of a corporation”) for such Cancelled Company Options as permitted under the proposed regulations and related guidance under Section 409A of the Code (the “409A Correction”). This Agreement The 409A Correction shall be administered, interpreted and construed conducted in a manner consistent and compliant with Section 409A. If any provision 409A of this Agreement is found the Code and the regulations (including proposed regulations) promulgated thereunder as well as all other applicable laws. The 409A Correction shall not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, by itself result in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company accelerated vesting of any particular tax effect to Company Options. After the Executive of the payments Effective Time and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than before the end of the year after transition period under Section 409A of the year in which Code that permits the correction of discounted stock options, Parent shall use commercially reasonable efforts to commence an offer to modify all Company Options that will be Assumed Company Options that are subject to the 409A Penalty Tax (the “409A Offer”) to increase the exercise price of such expense was incurred; and (c) the right to reimbursement or in-kind benefits options as necessary so that such options shall not be subject to liquidation or exchange for another benefitthe 409A Penalty Tax. If Each eligible holder of Assumed Company Options who participates in the 409A Offer and holds Assumed Company Options that are unvested at the Effective Time shall receive a cash payment obligation under this Agreement arises on account in an amount equal to the aggregate increase in exercise price of such modified Assumed Company Options. The 409A Offer shall be conducted in a manner consistent and compliant with Section 409A of the Executive’s “separation from service” Code and the regulations (including proposed regulations) promulgated thereunder as defined under Treasury Regulation Section 1.409A-1(h)) while well as all other applicable laws. Parent, in its sole discretion, may permit certain holders of Assumed Company Options, which are vested at the Executive Effective Time, to participate in a 409A Correction instead of a 409A Offer. In the event the 409A Offer is a “specified employee” (as defined not commenced before the end of the transition period under Section 409A of the Tax Code and determined Code, Parent shall use commercially reasonable efforts to allow each holder of Assumed Company Options to participate in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect a 409A Correction prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day end of the seventh month beginning after the date transition period under Section 409A of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathCode.

409A. This It is also the intention of this parties to this Agreement and that all income tax liability on payments made pursuant to this Agreement or any Equity Award be deferred until Executive actually receives such payment to the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, extent Section 409A of the Tax Code. This Internal Revenue Code of 1986, as amended (“Code Section 409A”), applies to such payments, and this Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If this intent. Therefore, if any provision of this Agreement or any Equity Award is found not to comply with, or otherwise not to be exempt from, the provisions in compliance with any applicable requirements of Code Section 409A, it that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement and any Equity Award, to the extent permitted by law and deemed advisable by UEI, do not trigger taxes and other penalties under Code Section 409A; provided, however, that Executive will not be required to forfeit any payment otherwise due without his written consent. Any amount remaining due to Executive shall be modified paid to Executive at the time otherwise specified in this Agreement. Solely for purposes of determining the time and given effectform of payments due under this Agreement or otherwise in connection with his termination of employment with UEI and that are subject to Code 409A, in Executive shall be deemed to have incurred a termination of employment only unless and until he shall incur a “separation from service” within the sole discretion meaning of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Each It is intended that each payment or installment of a payment and each benefit provided under this Agreement shall be treated as a separate identified payment “payment” for purposes of Code Section 409A. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Nothing in this section increases UEI’s obligations to Executive under this Agreement or any Equity Award. Executive remains solely liable for any taxes on the payments made hereunder or under any Equity Award. The preceding provisions shall not be construed as a guarantee by the Company UEI of any particular tax effect for payments made pursuant to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, Agreement or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section 409A of the Tax Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathEquity Award.

409A. This (a) To the extent applicable, this Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise shall be exempt from, interpreted in accordance with Section 409A of the Tax Internal Revenue Code of 1986, as amended (the "Code") and Department of Treasury regulations and other interpretive guidance issued thereunder (together, “Section 409A”). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If Notwithstanding any provision of this Agreement is found not to comply withthe contrary, or otherwise not if the Company determines that any compensation payable under this Agreement may be subject to be exempt from, the provisions of Section 409A, it the Company shall be modified work in good faith with you to adopt such amendments to this Agreement or adopt other policies and given procedures (including amendments, policies and procedures with retroactive effect), in or take any other actions, that the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee Company determines to be are necessary or appropriate to comply withavoid the imposition of taxes under Section 409A, or including without limitation, actions intended to effectuate an exemption from, Section 409A. Each payment (A) exempt the compensation payable under this Agreement from Section 409A, and/or (B) comply with the requirements of Section 409A. Any right to a series of installment payments hereunder, including without limitation, any right to receive the Severance (if applicable), shall be treated as a right to a series of separate identified payment payments for purposes of Section 409A. 409A. (b) To the extent that any payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to the you to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31st of the year following the year in which the expense was incurred. The preceding provisions shall not be construed as a guarantee by the Company amount of any particular tax effect to the Executive of the such payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the payments or expenses that are eligible for payment or reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for and the Consultant’s right to such payments or reimbursement of any such expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. If a payment obligation under . (c) Notwithstanding anything to the contrary in this Agreement arises on account of Agreement, no compensation or benefits shall be paid to you during the Executive’s six (6)-month period following your “separation from service” (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as defined under Treasury Regulation Section 1.409A-1(h)) while a result of the Executive is a “specified employee” previous sentence, then on the first business day following the end of such six (as defined 6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Tax Code and determined in good faith by the Compensation Committeeyour death), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect the Company shall pay you a lump-sum amount equal to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through cumulative amount that would have otherwise been payable to the you during such period (b)(12without interest)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax CodeInternal Revenue Code of 1983 (the “Section 409A”). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof Company and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee Company determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by Notwithstanding the foregoing, the Company of any particular tax effect to the Executive of makes no representations that the payments and other benefits provided under this Agreement. Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; and (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and It is the amounts payable and other benefits hereunder are intended to intent of the parties that the provisions of this Plan comply with, or otherwise be exempt satisfy an exemption from, Section section 409A of the Tax Code, as specified below. This Agreement shall Accordingly, the parties intend that this Plan be administered, interpreted and construed operated consistent with such requirements of section 409A in order to avoid the application of penalty taxes under section 409A to the extent reasonably practicable. The Company will neither cause nor permit: (a) any payment, benefit or consideration to be substituted for a benefit that is payable under this Plan if such action would result in the failure of any amount that is subject to section 409A of the Code to comply with the applicable requirements of section 409A of the Code; or (b) any adjustments to any equity interest to be made in a manner consistent that would result in the equity interest becoming subject to section 409A of the Code unless, after such adjustment, the equity interest is in compliance with Section 409A. If the requirements of section 409A of the Code to the extent applicable. Notwithstanding any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect Plan to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses ofcontrary, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the if Executive is a “specified employeeSpecified Employee” (as defined under Section within the meaning of section 409A of the Tax Code and determined in good faith by as of Executive’s Qualifying Termination date, then any amounts or benefits which are payable under this Plan upon Executive’s "Separation from Service" (within the Compensation Committeemeaning of section 409A), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1)other than due to death, after giving effect which are subject to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through provisions of section 409A and not otherwise excluded under section 409A, and would otherwise be payable during the first six (b)(12)) that is scheduled to be paid within six months after 6)-month period following such separation Separation from service shall accrue without interest and shall Service, will be paid on the first day of the seventh month beginning that is (a) six (6) months and one (1) day after the date of the after Executive’s separation from service orQualifying Termination date or (b) follows Executive’s date of death, if earlier. The cash severance benefits in Section 2(a), within 15 days after the appointment accrued obligations under Section 2(b), the pro-rata earned bonus under Section 2(c), the welfare benefit coverage under Section 2(d), the outplacement services under Section 2(e) and the Target Bonus payout under Section 3 are excluded from section 409A. The legal expense provision under Section 2(f) (and the welfare benefit coverage under Section 2(d) if deemed to be subject to section 409A) are intended to qualify as eligible reimbursement arrangements under Treasury Regulation § 1.409A-3(i)(1)(iv) and will be reimbursed in accordance with the requirements of such regulation such that any reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. The equity compensation provided pursuant to Section 2(g) and retention awards provided pursuant to Section 2(h) are subject to section 409A of the personal representative Code to the extent provided under the applicable Equity Plan or executor of the Executive’s estate following his deathretention award agreement, as applicable.

409A. This Agreement and the The parties intend that any amounts payable and other benefits hereunder are intended to comply with, with or otherwise be arc exempt from, from Section 409A of the Tax CodeInternal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with that does not result in the acceleration of taxation or the imposition of additional taxes, penalties or interest under Section 409A. If The Company and Employee agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the acceleration of taxation or the imposition of taxes, penalties or interest under Section 409A. With respect to the time of payments of any provision amounts under the Agreement that arc “deferred compensation” subject to Section 409A, references in the Agreement to “termination of this Agreement employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is found not intended that any expense reimbursement made or in-kind benefit provided to comply withEmployee hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or otherwise not in-kind benefit provided hereunder shall be determined to be exempt from, “deferred compensation” within the provisions meaning of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: then (a1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in the expense reimbursement during any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bii) the expense reimbursement of an eligible expense shall be made no later than on or before the end last day of the Executive’s taxable year after following the year in which such the applicable expense was incurred; incurred and (ciii) the right to to, expense reimbursement or and in-kind benefits hereunder shall not be subject to liquidation or exchange for another benefit. If a payment obligation under Notwithstanding any other provision in this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive Agreement, if Employee is a “specified employee,” (as defined under in Section 409A 409A, as of the Tax Code and determined in good faith by date of termination, then to the Compensation Committee), extent any amount payable under this Agreement (i) constitutes the payment of “deferred compensation,” within the meaning of Section 409A, (as defined under Treasury Regulation ii) is payable upon Employee’s separation from service, within the meaning of Section 1.409A-1(b)(1)409A, after giving effect and (iii) would be payable prior to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3six-month anniversary of Employee’s separation from service, payment of such amount shall be delayed until and paid without interest upon the earlier to occur of (a) through (b)(12)) the date that is scheduled to be paid within six months one day after the six-month anniversary of the date of such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after service, or (b) the date of the ExecutiveEmployee’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This (i) The Company and Executive intend no payments to be made and no benefits to be provided under this Agreement and the amounts payable and other benefits hereunder are intended will be subject to comply with, or otherwise be exempt from, Section taxation under § 409A of the Tax Code and that the terms of this Agreement will be interpreted in good faith in a manner which is intended to minimize the risk that Executive will be subject to tax under § 409A of the Code with respect to any such payments or benefits, and the Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by § 409A of the Code. This , any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year. (ii) Items eligible for expense reimbursement under the terms of this Agreement shall be administered, interpreted and construed reimbursed in a manner consistent intended to qualify for an exemption under § 409A of the Code, which shall include implementing the following limitations with Section 409A. If respect to reimbursements: (A) the amount of such expenses eligible for reimbursement in any provision calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (B) no such reimbursement may be exchanged or liquidated for another payment or benefit, (C) any reimbursements of this Agreement is found such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar in which the related expenses were incurred and (D) the Company’s obligation to make reimbursements or to provide in-kind benefits that constitute deferred compensation under § 409A of the Code shall not to comply withextend beyond Executive’s lifetime or, or otherwise not to be exempt fromif later, the provisions end of Section 409Athe twenty (20) year period which starts on the Effective Date. (iii) Any payments that qualify for the “short-term deferral” exception, it the separation pay exception or another exception under § 409A of the Code shall be modified paid under the applicable exception. The Company and given effect, in the sole discretion Executive agree that each installment of the Board or Compensation Committee thereof payments and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions § 409A of the Code and that neither the Company nor Executive shall not have the right to accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to any tax under § 409A of the Code; provided, however, to the extent permitted by § 409A of the Code, if the Applicable Pay Date is the Delayed Pay Date and Executive dies before such Delayed Pay Date, then any payments or benefits due on the Delayed Pay Date will be made within thirty (30) days following Executive’s death (or, if earlier on the Delayed Pay Date). (iv) Executive acknowledges and agrees that nothing in this Agreement shall be construed as a guarantee or indemnity by the Company of any particular for the tax effect consequences to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified called for under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in including any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation tax consequences under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section § 409A of the Tax Code Code, and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) Executive agrees that is scheduled to be paid within six months after such separation from service shall accrue without interest and Executive shall be paid on the first day of the seventh month beginning after the date of the responsible for paying all taxes due with respect to such payments made and benefits provided to Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof Company and without requiring the Executive’s 's consent, in such manner as the Board or Compensation Committee Company determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-in- kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b1OS(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 13 If a payment obligation under this Agreement arises on account of the Executive’s “'s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive's "separation from service” " (as defined defmed in Treas. Reg. Section 1.409A-l(h)). If a payment obligation under Treasury Regulation this Agreement arises on account of the Executive's "separation from service" (as defmed under Treas. Reg. Section 1.409A-1(h1.409A-l(h)) while the Executive is a “"specified employee” " (as defined defmed under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-l(h)), any payment of “deferred of"deferred compensation” " (as defined defmed under Treasury Regulation Section 1.409A-1(b)(11.409A-l(b)(l), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(31.409A-l(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s 's separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s 's estate following his death. [Signature page follows.] 14

409A. This (i) Anything in this Agreement and to the amounts payable and other benefits hereunder are intended to comply withcontrary notwithstanding, or otherwise be exempt from, if at the time of the Exec utive’s separation from service within the meaning of Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in the Company determines that the Executive is a manner consistent with “specified employee” within the meaning of Section 409A. If 409A(a)(2)(B)(i) of the Code, then to the extent any provision of payment or benefit that the Executive becomes entitled to under this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions on account of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consentseparation from service would be considered deferred compensation otherwise subject to the twenty percent (20%) 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, in such manner as payment shall not be payable and such benefit shall not be provided until the Board or Compensation Committee determines to be necessary or appropriate to comply withdate that is the earlier of (A) six (6) months and one (1) day after the Executive’s separation from service, or to effectuate (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an exemption frominstallment basis, Section 409A. Each 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 its original schedule. (ii) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee provided by the Company of any particular tax effect to or incurred by the Executive of during the payments and other benefits under time periods set forth in this Agreement. With respect to All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to taxable year following the following conditions: (a) taxable year in which the expenses eligible for reimbursement or the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one (1) taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, year (except for any lifetime or other aggregate limitation applicable to medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the expenses). Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a . (iii) To the extent that any payment obligation under or benefit described in this Agreement arises on account constitutes “non- qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” (as defined under 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) while the Executive is a “specified employee” (as defined under The parties intend that this Agreement shall be administered in accordance with Section 409A of the Tax Code and determined Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in good faith by such a manner so that all payments hereunder comply with Section 409A of the Compensation Committee), any Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(11.409A- 2(b)(2). The parties agree that this Agreement may be amended, after giving effect 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. (v) The Company makes no representation or warranty and shall have no liability to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled Executive or any other person if any provisions of this Agreement are determined to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day constitute deferred compensation subject to Section 409A of the seventh month beginning after Code but do not satisfy an exemption from, or the date of the Executive’s separation from service orconditions of, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his deathsuch Section.

409A. This (i) The Company and Executive intend no payments to be made and no benefits to be provided under this Agreement and the amounts payable and other benefits hereunder are intended will be subject to comply with, or otherwise be exempt from, Section taxation under § 409A of the Tax Code and that the terms of this Agreement will be interpreted in good faith in a manner which is intended to minimize the risk that Executive will be subject to tax under § 409A of the Code with respect to any such payments or benefits, and the Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by § 409A of the Code. This , any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year. (ii) Items eligible for expense reimbursement under the terms of this Agreement shall be administered, interpreted and construed reimbursed in a manner consistent intended to qualify for an exemption under § 409A of the Code, which shall include implementing the following limitations with Section 409A. If respect to reimbursements: (A) the amount of such expenses eligible for reimbursement in any provision calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (B) no such reimbursement may be exchanged or liquidated for another payment or benefit, (C) any reimbursements of this Agreement is found such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar in which the related expenses were incurred and (D) the Company’s obligation to make reimbursements or to provide in-kind benefits that constitute deferred compensation under § 409A of the Code shall not to comply withextend beyond Executive’s lifetime or, or otherwise not to be exempt fromif later, the provisions end of Section 409Athe twenty (20) year period which starts on the Effective Date. (iii) Any payments that qualify for the “short-term deferral” exception, it the separation pay exception or another exception under § 409A of the Code shall be modified paid under the applicable exception. The Company and given effect, in the sole discretion Executive agree that each installment of the Board or Compensation Committee thereof payments and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions § 409A of the Code and that neither the Company nor Executive shall not have the right to accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to any tax under § 409A of the Code; provided, however, to the extent permitted by § 409A of the Code, if the Applicable Pay Date is the Delayed Pay Date and Executive dies before such Delayed Pay Date, then any payments or benefits due on the Delayed Pay Date will be made within thirty (30) days following Executive’s death (or, if earlier on the Delayed Pay Date). Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified employee” for purposes of § 409A of the Code (as determined in accordance with the methodology established by the Company and its affiliates as in effect on the date of Executive’s Separation from Service), any payment that constitutes nonqualified deferred compensation within the meaning of § 409A of the Code that is otherwise due to Executive under this Agreement during the six (6) month period immediately following Executive’s Separation from Service on account of Executive’s Separation from Service shall be accumulated and paid to Executive on the Delayed Pay Date, to the extent necessary to prevent the imposition of tax penalties on Executive under § 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of § 409A of the Code shall be paid to the personal representative of her estate on the first to occur of the Delayed Pay Date or thirty (30) days after the date of Executive’s death. (iv) Executive acknowledges and agrees that nothing in this Agreement shall be construed as a guarantee or indemnity by the Company of any particular for the tax effect consequences to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified called for under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in including any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation tax consequences under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section § 409A of the Tax Code Code, and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) Executive agrees that is scheduled to be paid within six months after such separation from service shall accrue without interest and Executive shall be paid on the first day of the seventh month beginning after the date of the responsible for paying all taxes due with respect to such payments made and benefits provided to Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This (i) The Company and Executive intend no payments to be made and no benefits to be provided under this Agreement and the amounts payable and other benefits hereunder are intended will be subject to comply with, or otherwise be exempt from, Section taxation under § 409A of the Tax Code and that the terms of this Agreement will be interpreted in good faith in a manner which is intended to minimize the risk that Executive will be subject to tax under § 409A of the Code with respect to any such payments or benefits, and the Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by § 409A of the Code. This , any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year. (ii) Items eligible for expense reimbursement under the terms of this Agreement shall be administered, interpreted and construed reimbursed in a manner consistent intended to qualify for an exemption under § 409A of the Code, which shall include implementing the following limitations with Section 409A. If respect to reimbursements: (A) the amount of such expenses eligible for reimbursement in any provision calendar year shall not affect the expenses eligible for reimbursement in another calendar year, (B) no such reimbursement may be exchanged or liquidated for another payment or benefit, (C) any reimbursements of this Agreement is found such expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar in which the related expenses were incurred and (D) the Company’s obligation to make reimbursements or to provide in-kind benefits that constitute deferred compensation under § 409A of the Code shall not to comply withextend beyond Executive’s lifetime or, or otherwise not to be exempt fromif later, the provisions end of Section 409Athe twenty (20) year period which starts on the Effective Date. (iii) Any payments that qualify for the “short-term deferral” exception, it the separation pay exception or another exception under § 409A of the Code shall be modified paid under the applicable exception. The Company and given effect, in the sole discretion Executive agree that each installment of the Board or Compensation Committee thereof payments and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions § 409A of the Code and that neither the Company nor Executive shall not have the right to accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to any tax under § 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified employee” for purposes of § 409A of the Code (as determined in accordance with the methodology established by the Company and its affiliates as in effect on the date of Executive’s Separation from Service), any payment that constitutes nonqualified deferred compensation within the meaning of § 409A of the Code that is otherwise due to Executive under this Agreement during the six (6)-month period immediately following Executive’s Separation from Service on account of Executive’s Separation from Service shall be accumulated and paid to Executive on the date that is six (6) months and one (1) day after the date Executive has a Separation from Service (the “Delayed Pay Date”), to the extent necessary to prevent the imposition of tax penalties on Executive under § 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of § 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Pay Date or thirty (30) days after the date of Executive’s death. (iv) Executive acknowledges and agrees that nothing in this Agreement shall be construed as a guarantee or indemnity by the Company of any particular for the tax effect consequences to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified called for under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in including any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation tax consequences under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Section § 409A of the Tax Code Code, and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) Executive agrees that is scheduled to be paid within six months after such separation from service shall accrue without interest and Executive shall be paid on the first day of the seventh month beginning after the date of the responsible for paying all taxes due with respect to such payments made and benefits provided to Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death.

409A. This Agreement and For purposes of this Agreement, the amounts payable and other benefits hereunder are intended to comply with, term termination or otherwise be exempt from, resignation means a termination of employment that meets the definition of “separation of service” as defined in Section 409A of the Tax CodeInternal Revenue Code and regulations promulgated thereunder. This Agreement shall For the purposes of this Agreement, ‘Disability’ means (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be administeredexpected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) Executive is, interpreted by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and construed in a manner consistent with Section 409A. If health plan covering Cowlitz employees. Notwithstanding any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive contrary, if, at the time of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s “separation from of service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive with Cowlitz, he or she is a “specified employee” (as defined under Section 409A and one or more of the Tax Code and determined in good faith payments or benefits received or to be received by the Compensation Committee), any payment Executive pursuant to this Agreement would constitute an item of “deferred compensation” subject to Section 409A of the Internal Revenue Code and regulations promulgated thereunder, no such payment or benefit will be provided under this Agreement until the earlier of: (as defined a) the date that is six (6) months following Executive’s termination of employment with Cowlitz or (b) the Executive’s death, unless the payment or distribution is exempt from the application of Section 409A. The terms “separation of service,” “specified employee,” and “deferred compensation” have the meanings set forth in Section 409A of the Internal Revenue Code and regulations promulgated thereunder. In the event any of Executive’s benefits that are paid in installments under Treasury Regulation this Agreement are subject to the six-month delay set forth in this Section 1.409A-1(b)(18(h), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and first installment payment shall be paid made on the first business day of the seventh month beginning after following termination of employment and shall equal the aggregate installment payments Executive would have received during the first six months plus the payment Executive is otherwise entitled to receive for the seventh month plus interest for the period of any such delay calculated using the six month Treasury xxxx rate in effect on the date on which the payment is delayed pursuant to this Section and compounded daily. If the conditions of the Executive’s separation from service orseverance exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) (or any successor Regulation thereto) are satisfied, if earlier, within 15 days after payment of benefits shall not be delayed for six (6) months following termination of employment to the appointment extent permitted under the severance exception.” e. Section 12 of the personal representative or executor of the Executive’s estate following his death.Employment Agreement is hereby amended in its entirety to read as follows:

409A. (i) This Agreement and the amounts payable and other benefits hereunder are intended shall be interpreted to comply with, or otherwise be exempt from, avoid any penalty sanctions under Section 409A of the Tax CodeCode (“Section 409A”). This Agreement If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be administered, interpreted and construed provided in a manner consistent with Section 409A. If any provision of this Agreement is found full at the earliest time thereafter when such sanctions will not to comply with, or otherwise not to be exempt from, the provisions imposed. For purposes of Section 409A, it (A) upon a termination of employment, Executive shall be modified have no ongoing obligations to the Company, the operating partnership or the subsidiaries that would prevent Executive from having a “separation from service” upon such termination within the meaning of such term under Section 409A; and given effect, in (B) the sole discretion right to a series of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines installment payments under this Agreement is to be necessary treated as a right to a series of separate payments. In no event shall Executive, directly or appropriate to comply withindirectly, or to effectuate an exemption from, Section 409A. Each payment designate the calendar year of payment. (ii) All reimbursements and in-kind benefits provided under this Agreement shall be treated as a separate identified payment for purposes made or provided in accordance with the requirements of Section 409A. The preceding provisions shall not be construed as 409A, including, where applicable, the requirements that (A) any reimbursement is for expenses incurred during Executive's lifetime (or during a guarantee by the Company shorter period of any particular tax effect to the Executive of the payments and other benefits under time specified in this Agreement. With respect to any reimbursement ); (B) the amount of expenses ofeligible for reimbursement, or any provision of in-kind benefits toprovided, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable during a calendar year shall may not affect the expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits provided to be provided, in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (bC) the reimbursement of an eligible expense shall will be made no later than on or before the end last day of the calendar year after following the year in which such the expense was is incurred; and (cD) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. If a payment obligation under . (iii) Notwithstanding any provision in this Agreement arises on account to the contrary, if, at the time of the Executive’s “'s separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while service with the Company, the Company has securities which are publicly traded on an established securities market, Executive is a “specified employee” (as defined under in Section 409A 409A) and it is necessary to postpone the commencement of the Tax Code and determined in good faith by the Compensation Committee), any payment severance payments otherwise payable pursuant to this Agreement as a result of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue to prevent any accelerated or additional tax under Section 409A, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without interest and any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise exempt from Section 409A until the first payroll dated that occurs after the date that is six (6) months following Executive's separation from service with the Company. If Executive dies during the postponement period prior to the payment of any postponed amount, such amount shall be paid on to the first day personal representative of the seventh month beginning Executive's estate within sixty (60) days after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his 's death.

409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Tax Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee thereof and without requiring the Executive’s consent, in such manner as the Board or Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not constitute or be construed as a guarantee guarantee, representation or warranty by the Company of any particular favorable tax effect or result to the Executive of the payments and other benefits under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Tax Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment is subject to Section 409A, the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Treas. Reg. Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treas. Reg. Section 409A of the Tax Code and determined in good faith by the Compensation Committee1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death. [Signature page follows.]