Common use of Application of Internal Revenue Code Section 409A Clause in Contracts

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service or (ii) Executive’s death. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the Release, and permits such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date). None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions of Section 409A and the Treasury Regulations promulgated thereunder. To the extent that future regulations or guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six twelve (612) months and one day after Executive’s separation from service service, or (ii) Executive’s death. . b. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof Severance Benefits only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company, within Company the applicable time period set forth therein but in Release and Waiver no event more later than forty-five (45) days following the date of separation from service, the ReleaseExecutive’s termination date, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpretedSection 12(b), construed 12(c) and operated in compliance with any applicable provisions 12(f) above as applicable. c. The Severance Benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything (i) All payments and benefits provided under this Agreement are intended to the contrary hereinbe exempt from, the following provisions apply or in accordance with, Code Section 409A, and this Agreement is to be interpreted accordingly. Each installment payment is intended to constitute a separate benefit, and terms such as “employment termination,” “termination from employment” or like terms are intended to constitute a Separation from Service, as defined below. To the extent severance exempt from Code Section 409A, payments are intended to be exempt under the short-term deferral exemption or partially exempt under the involuntary separation pay plan exemption. Notwithstanding the foregoing, Chemical has no responsibility for any taxes, penalties or interest incurred by Executive in connection with payments and benefits provided herein under this Agreement, including any imposed by Code Section 409A. (ii) Despite other payment timing provisions in this Agreement, any payments and benefits provided under this Agreement that constitute nonqualified deferred compensation that are subject to Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation Section 409A. Each installment of severance benefits is 1.409A-l(h)) (a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(iSeparation from Service”), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available Chemical determines that the Severance Pay, Continuation Payment or any other payments or benefits provided under this Agreement, including any equity awards, constitute nonqualified deferred compensation subject to Code Section 409A, and Executive is, upon separation from service, is a “specified employeeSpecified Employee” for purposes of (as defined under Code Section 409A) at the time of Separation from Service, then, solely to the extent necessary to avoid adverse personal tax consequences to Executive under Code Section 409A, the timing of the severance benefits Severance Pay, Continuation Payment, or any such other payments or benefits, including the delivery of shares of Chemical common stock in respect of equity awards, shall be delayed until the earlier of to occur of: (i) the date that is six (6) months and one (1) day after Executive’s separation Separation from service Service; or (ii) Executive’s death. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the Release, and permits such Release to become effective in accordance with its terms Executive’s death (such latest permitted applicable date, the “Release DeadlineSpecified Employee Initial Payment Date”). If , and Chemical (or the severance benefits are not covered by one or more exemptions from successor entity thereto, as applicable) shall (A) pay to Executive a lump-sum amount equal to the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date). None sum of the severance benefits will be paid Severance Pay, Continuation Payment or such other payment or benefit that Executive otherwise delivered prior would have received through the Specified Employee Initial Payment Date if the commencement or payment of any such payment or benefit had not been so delayed pursuant to this Section, and (B) commence paying or providing the effective date (balance of any such payment or deemed effective date) of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Release, all amounts will be paid as soon as practicable benefit in accordance with the Company’s normal payroll practices. It is the intent of the Parties that applicable payment schedules set forth in this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions of Section 409A and the Treasury Regulations promulgated thereunder. To the extent that future regulations or guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitAgreement.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein in Executive’s Offer Letter are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the The severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service service, or (ii) Executive’s death. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, a separation agreement containing the ReleaseCompany’s standard form of release of claims in favor of the Company, and permits such Release release to become effective in accordance with its terms (such latest permitted date, the “Release Separation Agreement Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates from service, the Release separation agreement will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)Separation Agreement Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releaseseparation agreement. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Releaseseparation agreement, all amounts severance benefits will be paid in a lump sum as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six twelve (612) months and one day after Executive’s separation from service service, or (ii) Executive’s death. . b. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof Severance Benefits only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns return to the Company, within Company the applicable time period set forth therein but in Release and Waiver no event more later than forty-five (45) days following the date of separation from service, the ReleaseExecutive’s termination date, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions Section 12(b) above. c. The Severance Benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits ) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. Each It is intended that each installment of severance benefits the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treas. Reg. Treasury Regulation Section 1.409A-2(b)(2)(i), and . To the severance benefits are intended to satisfy extent the exemptions from application of Severance Benefits constitute “deferred compensation” under Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from on the termination of service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefit payments shall be delayed until the earlier of to occur of: (i) the date that is six (6) months and one day after Executive’s separation from service Separation From Service, or (ii) the date of Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof the Severance Benefits described above, if and only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and duly executes and returns to the Company, Company within the applicable time period set forth therein therein, but in no event more than forty-five (45) days following the date of separation from serviceSeparation From Service, the Release, a Release and permits such Release the release of claims contained therein to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). If To the extent the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline (i.e.Deadline. Notwithstanding any other payment schedule set forth in this Agreement, the 52nd day following the separation from service date). None none of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments must may be delayed because Executive is a “specified employee” or until the effectiveness Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or deemed prior to such date but for the delay in payment related to the effectiveness of the Release, all amounts will be with the balance of the Severance Benefits being paid as soon as practicable in accordance with the Company’s normal payroll practicesoriginally scheduled. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employeeExecutive” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six twelve (612) months and one day after Executive’s separation from service service, or (ii) Executive’s death. . (b) Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof Severance Benefits only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from serviceExecutive’s termination of employment, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employeeExecutive” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions . (c) The Severance Benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-l (b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service service, or (ii) Executive’s your death. Executive You shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 you execute and 6 of this Agreement and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such permit the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions 00000 Xxxxxxxxx Xxxxxx — Xxx Xxxxx — XX — 92121 — 858.824.1771 ph — 000.000.0000 fax The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-l(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service service, or (ii) Executive’s your death. Executive You shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 you execute and 6 of this Agreement and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such permit the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions 00000 Xxxxxxxxx Xxxxxx — Xxx Xxxxx — XX — 92121 — 858.824.1771 ph — 000.000.0000 fax The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service service, or (ii) Executive’s death. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply timely complies with Sections 4, 5 and 6 the requirements of Section 4 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the Release, and permits such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release separation agreement will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-l(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service service, or (ii) Executive’s your death. Executive You shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 you execute and 6 of this Agreement and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such permit the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein in Executive’s CiC Severance Letter are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance Severance benefits are intended to satisfy comply with the exemptions from application provisions of Section 409A to the maximum extent applicable. However409A. As such, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service service, or (ii) Executive’s death. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, a separation agreement containing the ReleaseCompany’s standard form of release of claims in favor of the Company, and permits such Release release to become effective in accordance with its terms (such latest permitted date, the “Release Separation Agreement Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates from service, the Release separation agreement will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)Separation Agreement Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releaseseparation agreement. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Releaseseparation agreement, all amounts severance benefits will be paid as soon as practicable in accordance with a lump sum on the Company60th day following Executive’s normal payroll practicesseparation from service. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employeeExecutive” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service service, or (ii) Executive’s death. . (b) Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof Severance Benefits only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from serviceExecutive’s termination of employment, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employeeExecutive” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions . (c) The Severance Benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service or (ii) Executive’s death. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply timely complies with Sections 4, 5 and 6 the requirements of Section 4 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the Release, and permits such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date). None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions of Section 409A and the Treasury Regulations promulgated thereunder. To the extent that future regulations or guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. For the avoidance of doubt, Executive’s prior written consent shall be necessary with respect to any amendments to PSU Agreement. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A1(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service service, or (ii) Executive’s your death.). Executive shall receive None of the severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns will be paid or otherwise delivered prior to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the effective date of separation from service, the Release, and permits such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”required by Section 5(e). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date). None for purposes of commencing the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releasebenefit payments. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions of Section 409A and the Treasury Regulations promulgated thereunder. To the extent that future regulations or guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided herein shall be payable practices in accordance with the Company’s policies in effect schedules for payment set forth here n. The severance benefits are intended to qualify for an exemption from time application of Section 409A or comply with its requirements to timethe extent necessary to avoid adverse personal tax consequences to you under Section 409A, but in and any event ambiguities herein shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-l(b)(4), 1.409A-1 (b)(5) and 1.409A-l(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service service, or (ii) Executive’s your death. Executive You shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 you execute and 6 of this Agreement and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such permit the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions 00000 Xxxxxxxxx Xxxxxx — Xxx Xxxxx — XX — 92121 — 858.824.1771 ph — 000.000.0000 fax The severance benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six twelve (612) months and one day after Executive’s separation from service service, or (ii) Executive’s death. . b. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof Severance Benefits only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns return to the Company, within Company the applicable time period set forth therein but in Release and Waiver no event more later than forty-five (45) days following the date of separation from service, the ReleaseExecutive’s termination date, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpreted, construed Sections 13(b) and operated in compliance with any applicable provisions 13(e) above. c. The Severance Benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six twelve (612) months and one day after Executive’s separation from service service, or (ii) Executive’s death. . b. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof Severance Benefits only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company, within Company the applicable time period set forth therein but in Release and Waiver no event more later than forty-five (45) days following the date of separation from service, the ReleaseExecutive’s termination date, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline (i.e., the 52nd day following the separation from service date)and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. It is the intent of the Parties that this Agreement shall be interpretedSection 12(b), construed 12(c) and operated in compliance with any applicable provisions 12(f) above, as applicable. c. The Severance Benefits are intended to qualify for an exemption from application of Section 409A and the Treasury Regulations promulgated thereunder. To or comply with its requirements to the extent that future regulations or guidance issued pursuant necessary to avoid adverse personal tax consequences under Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to409A, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided ambiguities herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitinterpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits ) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. Each It is intended that each installment of severance benefits the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treas. Reg. Treasury Regulation Section 1.409A-2(b)(2)(i), and . To the severance benefits are intended to satisfy extent the exemptions from application of Severance Benefits constitute “deferred compensation” under Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from on the termination of service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefit payments shall be delayed until the earlier of to occur of: (i) the date that is six (6) months and one day after Executive’s separation from service Separation From Service, or (ii) Executive’s death. Executive shall receive severance benefits set forth in Section 3(e)(iii) hereof only if Executive continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the Release, and permits such Release to become effective in accordance with its terms Executive’s death (such latest permitted applicable date, the “Release DeadlineSpecified Employee Initial Payment Date”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than Company (or the Release Deadline successor entity thereto, as applicable) shall (i.e., A) pay to Executive a lump sum amount equal to the 52nd day following the separation from service date). None sum of the severance benefits will be paid or Severance Benefit payments that Executive would otherwise delivered prior to have received through the effective date (or deemed effective date) Specified Employee Initial Payment Date if the commencement of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness payment of the Release, all amounts will be paid as soon as practicable Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the Company’s normal payroll practices. It is the intent of the Parties that applicable payment schedules set forth in this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions of Section 409A and the Treasury Regulations promulgated thereunder. To the extent that future regulations or guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the form and timing of the payment of benefits hereunder, the Parties agree that they will consent to, and make, such amendments, subject, in each such case, to the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefitAgreement.