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 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. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted 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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with the rules relating to a “Section 409A provided 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 you are, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee’s ) months and one day after your separation from service from the Company service, or (ii) your death.). None of the severance benefits will be paid or otherwise delivered prior to the effective date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 and Waiver separation agreement 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. None Deadline for purposes of commencing the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiverbenefit payments. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practicespractices in accordance with the schedules for payment set forth herein. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences to you under Section 409A, and any ambiguities herein shall be interpreted 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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with Section 409A to the rules relating to a “maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee) months and one day after Executive’s separation from service from the Company or (ii) the date of EmployeeExecutive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefitdeath. 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 abovetherein but in no event more than forty-five (45) days following the date of separation from service, the Release and WaiverRelease, and permits the such Release and Waiver 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 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 DeadlineDeadline (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 date) of the Release and WaiverRelease. 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 separation agreementRelease, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application 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 comply with its requirements guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the extent necessary 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 avoid adverse personal tax consequences 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, and any ambiguities : (A) all expenses or other reimbursements provided herein shall be interpreted accordinglypayable 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 set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement (the “Termination Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of 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 your termination of employment unless and until Executive has you have 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 you without causing you to incur the additional 20% tax under Section 409A. For purposes of this Agreement, a Such determination by the Company shall be made no later than ten (10) days following your termination of employment will be determined consistent with employment. For the rules relating to a “separation from service” as defined avoidance of doubt, it is intended that payments of the Termination Benefits set forth in Section 409A. Notwithstanding anything else provided hereinthis Agreement satisfy, to the greatest extent any payments possible, the exemptions from the application of Section 409A provided under this Agreement in connection with Employee’s Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that any Termination Benefits constitute “deferred compensation” under Section 409A and you are, on the termination of employment constitute deferred compensation subject to Section 409Ayour service, and Employee is deemed at the time of such termination of employment to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(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, then the timing of such Termination Benefit payment shall not be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company date that is six months and one day after your Separation From Service”) or (ii) the date of Employee’s your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver to become effective in accordance with its terms (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 and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will Company (or the successor entity thereto, as applicable) shall pay to you a lump sum amount equal to such Termination Benefit payment that you would otherwise have received through the Specified Employee Initial Payment Date if the payment of such Termination Benefits had not be deemed effective been so delayed pursuant to this Section. Notwithstanding any earlier than the Release Deadline. None other payment schedule set forth in this Agreement, 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 and WaiverEffective Date. Except to the minimum extent that payments must may be delayed because Executive is a “specified employee” until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the Release Effective Date, the Company will pay you the Severance Benefits you would otherwise have received under the Agreement on or until prior to such date but for the delay in payment related to the effectiveness of the separation agreementRelease, 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 practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyoriginally scheduled.”

Application of Internal Revenue Code Section 409A. Notwithstanding anything to If the contrary hereinCompany (or, if applicable, the following provisions apply to successor entity thereto) determines that the extent severance Severance Benefits and/or any other termination payments and benefits provided herein are subject to under this Agreement or otherwise (the “Payments”) constitute “deferred compensation” under Code Section 409A of the Code and the regulations and other guidance thereunder and (together, with any state law of similar effect (collectively effect, “Section 409A”) and Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i). Severance benefits ) of the Company or any successor entity thereto upon his separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A as a result of the payment of compensation upon his “separation from service”, the timing of the Payments shall not commence until Executive has a be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the date of the “separation from service” for purposes of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of EmployeeExecutive’s death following (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Payments that Executive would otherwise be liable have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 409A(a)(1)(B4.5 and (B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and commence paying the balance of the installments (if any) will be payable Payments in accordance with their original schedulethe applicable payment schedules set forth above. To It is intended that (i) each installment of the extent any payment Payments provided under this Agreement may be classified as is a separate “short-term deferralpayment” within the meaning for purposes of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2(ii) all of the Treasury Regulations. Except as otherwise expressly provided hereinPayments satisfy, to the greatest extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409Apossible, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and the Release 1.409A-1(b)(9), 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. None of the severance benefits this Agreement will be paid or otherwise delivered prior construed to the effective date or deemed effective date of the Release and Waiver. Except to the minimum greatest extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid possible as soon as practicable in accordance consistent with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglythose provisions.

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 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 your termination of employment unless and until Executive has you have also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to you without causing you to incur the additional 20% tax under Section 409A. For purposes the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinAgreement satisfy, to the greatest extent any payments possible, the exemptions from the application of Section 409A provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409ATreasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and Employee is deemed at 1.409A-1(b)(9). However, if the time of Company (or, if applicable, the successor entity thereto) determines that such termination of employment to be exemptions are not available and you are, on your Separation From Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, then such payment the timing of the Severance Benefit payments shall not be made or commence delayed until the earlier of to occur of: (i) the expiration of the date that is six (6-month period measured from Employee’s separation from service from the Company ) months and one day after your Separation From Service or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferralyour death. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive You shall receive severance benefits Severance Benefits only if Executive executes you execute and returns to the Company, return within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following your Separation From Service, the Release and WaiverRelease, and permits the permit such Release and Waiver to become effective in accordance with its terms terms, which shall in no event be more than sixty (60) days following your Separation From Service (such latest permitted date, the “Release Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A 409A, and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from serviceyour Separation From Service occurs, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be are delayed because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. The severance benefits Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to It is intended that each installment of the contrary herein, Severance Benefits and the following provisions apply to the extent severance benefits provided herein are subject to Enhanced Benefits is a separate “payment” for purposes of Code Section 409A of the Code and the regulations and other guidance thereunder and (together, with any state law of similar effect (collectively effect, “Section 409A”). In addition, it is intended that the Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with Benefits and the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinEnhanced Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits, Enhanced Benefits and/or any other termination payments and benefits provided under this Agreement in connection with Employee’s termination of employment or otherwise (the “Payments”) constitute “deferred compensation subject to compensation” under Section 409A, 409A and Employee Executive is deemed at the time of such termination of employment to be a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon his separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409ASection, then such payment shall not the timing of the Payments will be made or commence until delayed as follows: on the earlier to occur of (i) the expiration date that is six months and one day after the date of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of EmployeeExecutive’s death following (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) will (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Payments that Executive would otherwise be liable under Section 409A(a)(1)(Bhave received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for insurance coverage during such delay period) in if the absence commencement of such a deferral. The first the payment thereof will include a catch-up payment covering of the amount that would have otherwise Payments had not been paid during the period between Employee’s termination of employment delayed pursuant to this paragraph and the first payment date but for the application of this provision, and (B) commence paying the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyapplicable payment schedules set forth above.

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 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 your termination of employment unless and until Executive has you have also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to you without causing you to incur the additional 20% tax under Section 409A. For purposes the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinAgreement satisfy, to the greatest extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitationpossible, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Release Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Waiver could become effective in you are, on the calendar year following the calendar year in which Executive separates from termination of your service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreementCompany or any successor entity thereto, all amounts will be paid as soon as practicable such term is defined in accordance with Section 409A(a)(2)(B)(i) of the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the Severance Benefit payments shall be interpreted accordinglydelayed until the earlier to occur of: (i) the date that is six months and one day after your Separation From Service or (ii) the date of your death (such applicable date, the “Specified Executive Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum of the Severance Benefit payments that you would otherwise have received through the Specified Executive Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this subsection (i). Except to the extent that payments may be delayed until the Specified Executive Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the Release Effective Date, the Company will pay you the Severance Benefits you would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions.

Application of Internal Revenue Code Section 409A. Notwithstanding anything It is intended that the payments and benefits provided under Section 4 of this Agreement (the “Severance Benefits”) satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury Regulation §§1.409A-1(b)(4) (regarding short-term deferrals) and 1.409A-1(b)(9)(iii) (involuntary separation pay). Notwithstanding anything to the contrary set forth herein, any Severance benefits Benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with CSO’s termination of employment unless and until Executive CSO has also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation §1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to CSO without causing CSO to incur the additional taxes and/or interest under Section 409A. For purposes If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits, or any portion thereof, constitute “deferred compensation” under Section 409A and CSO is, on the date of this Agreementhis Separation From Service, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following any successor entity thereto, as such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under term is defined in Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2409A(a)(2)(B)(i) of the Treasury Regulations. Except as otherwise expressly provided hereinCode, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409Athen, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the Severance Benefit payments shall be interpreted accordinglydelayed until the earlier to occur of: (i) the date that is six months and one day after CSO’s Separation From Service, or (ii) the date of CSO’s death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to CSO a lump sum amount equal to the sum of the Severance Benefit payments that CSO 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 schedule set forth in this Agreement. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation §1.409A-2(b)(2)(i). Notwithstanding anything to the contrary set forth herein, CSO shall receive the Severance Benefits described above, if and only if CSO duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following the date of his Separation From Service, the Release and permits the Release to become effective and non-revocable in accordance with its terms. Notwithstanding any other payment schedule or other provision set forth in this Agreement, none of the Severance Benefits or COBRA Coverage will be paid or otherwise provided to CSO prior to the date the Release is effective and non-revocable. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding provisions, on the first regular payroll pay day following the date the Release is effective and non-revocable, the Company will pay CSO the Severance Benefits CSO would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the Release, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to any required payroll taxes and deductions.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to The intent of the contrary herein, the following provisions apply to the extent severance parties is that payments and benefits provided herein are subject to under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits , and this Agreement shall not commence until Executive has be interpreted and construed in a “separation manner that establishes an exemption from service” for purposes (or compliance with) the requirements of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided to the contrary set forth herein, to the extent any payments and benefits provided under this Agreement Section 2 that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (a “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur additional taxes under Section 409A. The parties intend that each installment of the Separation Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments of the Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if the Company determines that the Separation Benefits constitute “deferred compensation subject to compensation” under Section 409A, 409A and Employee is deemed at is, on the time of such termination of employment to be service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, then such payment shall not the timing of the Separation Benefits payments will be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured from date that is six months and one day after Employee’s separation from service from the Company Separation From Service, or (ii) the date of Employee’s death following (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) will (A) pay to Employee a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Separation Benefits payments that Employee would otherwise be liable under Section 409A(a)(1)(B) in have received through the absence Specified Employee Initial Payment Date if the commencement of such a deferral. The first the payment thereof will include a catch-up payment covering of the amount that would have otherwise Separation Benefits had not been paid during the period between Employee’s termination of employment and the first payment date but for the application of so delayed pursuant to this provisionSection, and (B) commence paying the balance of the installments (if any) will be payable Separation Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To With respect to any reimbursement or in-kind benefit plans, policies or arrangements of the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning Company that constitute deferred compensation for purposes of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such plan, policy or arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such plan, policy or arrangement in any other taxable year calendar year, (except for ii) any lifetime reimbursement must be made on or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Employee incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted 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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with the rules relating to a “Section 409A provided 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 you are, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee’s ) months and one day after your separation from service from the Company service, or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferralyour death. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive You shall receive severance benefits only if Executive executes you execute and returns return to the Company, within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following the date of separation from service, the Release and WaiverWaiver attached to this Agreement as Exhibit A, and permits 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 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 Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. 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 or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything It is intended that the payments and benefits provided under Section 4 of this Agreement (the “Severance Benefits”) satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury Regulation §§1.409A-1(b)(4) (regarding short-term deferrals) and 1.409A-1(b)(9)(iii) (involuntary separation pay). Notwithstanding anything to the contrary set forth herein, any Severance benefits Benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with CFO’s termination of employment unless and until Executive CFO has also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation §1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to CFO without causing CFO to incur the additional taxes and/or interest under Section 409A. For purposes If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits, or any portion thereof, constitute “deferred compensation” under Section 409A and CFO is, on the date of this Agreementhis Separation From Service, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following any successor entity thereto, as such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under term is defined in Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2409A(a)(2)(B)(i) of the Treasury Regulations. Except as otherwise expressly provided hereinCode, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409Athen, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the Severance Benefit payments shall be interpreted accordinglydelayed until the earlier to occur of: (i) the date that is six months and one day after CFO’s Separation From Service, or (ii) the date of CFO’s death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to CFO a lump sum amount equal to the sum of the Severance Benefit payments that CFO 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 schedule set forth in this Agreement. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation §1.409A-2(b)(2)(i). Notwithstanding anything to the contrary set forth herein, CFO shall receive the Severance Benefits described above, if and only if CFO duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following the date of his Separation From Service, the Release and permits the Release to become effective and non-revocable in accordance with its terms. Notwithstanding any other payment schedule or other provision set forth in this Agreement, none of the Severance Benefits will be paid or otherwise provided to CFO prior to the date the Release is effective and non-revocable. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding provisions, on the first regular payroll pay day following the date the Release is effective and non-revocable, the Company will pay CFO the Severance Benefits CFO would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the Release, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to any required payroll taxes and deductions.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to If the contrary hereinCompany (or, if applicable, the following provisions apply to successor entity thereto) determines that the extent severance termination payments and benefits provided herein are subject to under this Agreement (the “Payments”) constitute “deferred compensation” under Code Section 409A of the Code and the regulations and other guidance thereunder and (together, with any state law of similar effect (collectively effect, “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, ) and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreementCompany or any successor entity thereto at the relevant date, all amounts will be paid as soon as practicable such term is defined in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the Payments shall be interpreted accordinglydelayed as follows: on the earliest to occur of (i) the date that is six months and one day after the termination date, (ii) the date of Executive’s death, or (iii) such earlier date, as reasonably determined in good faith by the Company (or any successor entity thereto), as would not result in any of the Payments being subject to adverse personal tax consequences under Section 409A (such earliest date, the “Delayed 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 Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth above. Notwithstanding the foregoing, it is intended that (1) each installment of the Payments provided under Sections 4.1(c), 4.2(d) and 4.3(b)(ii) is a separate “payment” for purposes of Section 409A, (2) all Payments provided under Sections 4.1(c)(i)(x) and (z), 4.1(c)(ii) and the identical amounts referenced in Sections 4.2(d) and 4.3(b)(ii) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), (3) the Payments constituting accelerated vesting provided under Sections 4.1(c), 4.2(d) and 4.3(b) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(5)(i)(A) and (ii), and (4) the Payments provided under Sections 4.1(c)(i)(y) and 4.1(c)(ii) and the identical amounts referenced in Sections 4.2(d) and 4.3(b)(ii) also satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(v).

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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with Section 409A to the rules relating to a “maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee) months and one day after Executive’s separation from service from the Company or (ii) the date of EmployeeExecutive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefitdeath. Executive shall receive severance benefits only if Executive timely complies with the requirements of Section 4 of this Agreement and executes and returns to the Company, within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following the date of separation from service, the Release and WaiverRelease, and permits the such Release and Waiver 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 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 DeadlineDeadline (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 date) of the Release and WaiverRelease. 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 separation agreementRelease, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application 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 comply with its requirements guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the extent necessary 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 avoid adverse personal tax consequences 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, and any ambiguities : (A) all expenses or other reimbursements provided herein shall be interpreted accordinglypayable 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 All provisions apply to the extent severance benefits provided herein are subject to of this Agreement will be interpreted in a manner consistent with Section 409A of the Internal Revenue Code and the regulations and other guidance thereunder and any state law of similar effect (collectively CONFIDENTIAL & PROPRIETARY Exhibit A & B to Employment Agreement 5 XXXXXXXXXXXX.XXX, INC. (02/2016) “Section 409A”). Severance Notwithstanding anything to the contrary set forth herein, any payments and benefits shall provided under this Exhibit B that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with your termination of employment unless and until Executive has you have also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), unless Benefitfocus reasonably determines that such amounts may be provided to you without causing you to incur the additional 20% tax under Section 409A. The parties intend that each installment of the severance benefits payments provided for above is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For purposes avoidance of this Agreementdoubt, a termination the parties intend that payments of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinseverance benefits satisfy, to the greatest extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitationpossible, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service1.409A-1(b)(9). However, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None of if Benefitfocus determines that the severance benefits will be paid or otherwise delivered prior to constitute “deferred compensation” under Section 409A and you are, on the effective date or deemed effective date termination of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is service, a “specified employee” or until the effectiveness of the separation agreementBenefitfocus, all amounts will be paid as soon as practicable such term is defined in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefit payments will be delayed until the earlier to occur of: (i) the date that is six months and any ambiguities herein shall be interpreted accordinglyone day after your separation from service, or (ii) the date of your death (such applicable date, the “Specified Employee Initial Payment Date”), and Benefitfocus will (A) pay you a lump sum amount equal to the sum of the severance benefits payments that you 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 paragraph, and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement.

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 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 your termination of employment unless and until Executive has you have also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to you without causing you to incur adverse taxation under Section 409A. For purposes the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinAgreement satisfy, to the greatest extent any payments possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in connection a manner that complies with Employee’s Section 409A. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and you are, on the termination of employment constitute deferred compensation subject to Section 409Ayour service, and Employee is deemed at the time of such termination of employment to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then such payment the timing of the Severance Benefit payments shall not be made or commence delayed until the earlier to occur of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or date that is six months and one day after your Separation From Service, (ii) the date of Employee’s your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation (such applicable date, the “Specified Executive Initial Payment Date”). Upon the first business day following such a separation from service; providedthe Specified Executive Initial Payment Date, however, that such deferral shall only be effected and subject to the extent required to avoid adverse tax treatment to Employee including, without limitationeffectiveness of the Release and Waiver, the additional tax for which Employee Company {or the successor entity thereto, as applicable) shall pay to you a lump sum amount equal to the sum of the Severance Benefit payments that you would otherwise be liable under Section 409A(a)(1)(B) in have received through the absence of such a deferral. The first payment thereof will include a catch-up payment covering Specified Executive Initial 0000 Xxxx Xxxxxxx Court Ste 160 | San Diego, CA 92121 | 000.000.0000 tel | 000.000.0000 fax | xxx.xxxxxxxxxxxxx.xxx Payment Date if the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance commencement of the installments (if any) will be payable in accordance with their original schedule. To payment of the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments Severance Benefits had not been so delayed pursuant to this Agreement are intended to constitute separate paragraph and any remaining payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except due shall be paid as otherwise expressly provided herein. No interest shall be due on any amounts so deferred. Notwithstanding the foregoing provisions of this Agreement, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive you shall receive severance benefits Severance Benefits only if Executive executes you execute and returns return to the Company, within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following the date of your termination of employment, the Release and WaiverWaiver in the form attached hereto as Exhibit B, and permits the Release and Waiver permit such release to become effective in accordance with its terms (such latest permitted date, the “Release 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 serviceyour termination of employment occurs, the Release and Waiver will not be deemed effective any earlier than the Release 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 Release and Waiver. Except to the minimum extent that payments must be delayed until the Specified Executive Initial Payout Date because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease and Waiver, all amounts the Company will be paid pay you the Severance Benefits as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended All amounts payable under the Agreement will be subject to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, standard payroll taxes and any ambiguities herein shall be interpreted accordinglydeductions.

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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with the rules relating to a “Section 409A provided 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 you are, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee’s ) months and one day after your separation from service from the Company service, or (ii) your death.). None of the severance benefits will be paid or otherwise delivered prior to the effective date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 and Waiver separation agreement 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. None Deadline for purposes of commencing the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiverbenefit payments. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. practices in accordance with the schedules for payment set forth here n. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences to you under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything It is intended that the payments and benefits provided under Section 4 of this Agreement (the “Severance Benefits”) satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury Regulation §§1.409A-1(b)(4) (regarding short-term deferrals) and 1.409A-1(b)(9)(iii) (involuntary separation pay). Notwithstanding anything to the contrary set forth herein, any Severance benefits Benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with GC’s termination of employment unless and until Executive GC has also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation §1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to GC without causing GC to incur the additional taxes and/or interest under Section 409A. For purposes If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits, or any portion thereof, constitute “deferred compensation” under Section 409A and GC is, on the date of this Agreementhis Separation From Service, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following any successor entity thereto, as such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under term is defined in Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2409A(a)(2)(B)(i) of the Treasury Regulations. Except as otherwise expressly provided hereinCode, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409Athen, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the Severance Benefit payments shall be interpreted accordinglydelayed until the earlier to occur of: (i) the date that is six months and one day after GC’s Separation From Service, or (ii) the date of GC’s death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to GC a lump sum amount equal to the sum of the Severance Benefit payments that GC 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 schedule set forth in this Agreement. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation §1.409A-2(b)(2)(i). Notwithstanding anything to the contrary set forth herein, GC shall receive the Severance Benefits described above, if and only if GC duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following the date of his Separation From Service, the Release and permits the Release to become effective and non-revocable in accordance with its terms. Notwithstanding any other payment schedule or other provision set forth in this Agreement, none of the Severance Benefits will be paid or otherwise provided to GC prior to the date the Release is effective and non-revocable. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding provisions, on the first regular payroll pay day following the date the Release is effective and non-revocable, the Company will pay GC the Severance Benefits GC would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the Release, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to any required payroll taxes and deductions.

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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with the rules relating to a “Section 409A provided 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 you are, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee’s ) months and one day after your separation from service from the Company service, or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferralyour death. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive You shall receive severance benefits only if Executive executes you execute and returns return to the Company, within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following the date of separation from service, the Release and WaiverWaiver attached to this Agreement as Exhibit A, and permits 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 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 Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything This Agreement is intended to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to comply with Section 409A of the Code and the regulations and other guidance United States Internal Revenue Code, or an exemption thereunder and any state law of similar effect (collectively “will be construed and administered in accordance with Section 409A”), as amended. Severance Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Neither you nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits shall not commence until Executive has except to the extent specifically permitted or required by Section 409A. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “separation from service” for purposes of under Section 409A. For purposes of Anything in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, Agreement to the extent any contrary notwithstanding, payments provided to be made under this Agreement in connection with Employee’s upon termination of your employment constitute deferred compensation which are subject to Section 409A, and Employee is deemed at the time of 409A (“409A Payments”) shall be delayed for six months following such termination of employment to be if you are a “specified employee” (as defined under Section 409A, then 209A) on the date of termination of employment. Any 409A Payment due within such payment shall not be made or commence until the earlier of (i) the expiration of the 6six-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected delayed to the extent required end of such six-month period. Payment with respect to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise reimbursement of business expenses will be liable under Section 409A(a)(1)(B) made in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable ordinary course in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitCompany’s procedures and, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime case, on or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and relevant expense is incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in no event shall any other calendar year. The right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to Notwithstanding the Company, within the applicable time period set forth aboveforegoing, the Release Company makes no representations that the payments and Waiver, and permits the Release and Waiver to become effective in accordance benefits provided under this Agreement comply 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 in no event will the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from serviceCompany be liable for all or any portion of any taxes, the Release and Waiver will not penalties, interest or other expenses that may be deemed effective any earlier than the Release Deadline. None incurred by you on account of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance non-compliance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.409A.

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 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” (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. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For purposes the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinAgreement satisfy, to the greatest extent any payments possible, the exemptions from the application of Section 409A provided under this Agreement in connection with Employee’s Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of employment constitute deferred compensation subject to Section 409Aservice, and Employee is deemed at the time of such termination of employment to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(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, then such payment the timing of the Severance Benefit payments shall not be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured from Employeedate that is six months and one day after Executive’s separation from service from the Company Separation From Service, or (ii) the date of EmployeeExecutive’s death following (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Severance Benefit payments that Executive would otherwise be liable under 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 409A(a)(1)(Band (B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and commence paying the balance of the installments (if any) will be payable Severance Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To Notwithstanding anything to the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided contrary set forth herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits the Severance Benefits described above, if and only if Executive duly executes and returns to the Company, Company within the applicable time period set forth abovetherein, but in no event more than forty-five days following Separation From Service, the Release and Waiver, and permits the Release and Waiver to become effective in accordance with its terms (such latest permitted dateterms. Notwithstanding any other payment schedule set forth in this Agreement, the “Release 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 from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None none of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date or deemed of the Release. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and Waiver. Except Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the minimum extent that payments must be delayed because Executive is a “specified employee” or until delay in payment related to the effectiveness of the separation agreementRelease, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable in accordance with the Company’s normal subject to standard payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, taxes and any ambiguities herein shall be interpreted accordinglydeductions.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any Cash Severance or other amounts payable upon a termination of employment that constitute “nonqualified deferred compensation” within the following provisions apply to the extent severance benefits provided herein are subject to meaning of Section 409A of 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 the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” for purposes within the meaning of Section 409A. For purposes 409A of this Agreementthe Code, a termination of employment will unless the Company reasonably determines that such amounts may be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject Executive without causing the Executive to Section 409A, and Employee is deemed at incur the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule409A Tax. To the extent any payment under this Agreement may be classified as Cash Severance or other amounts payable upon a “short-term deferral” within termination of employment: (i) are paid following the meaning date of Section 409Atermination of the Executive’s employment through March 15 of the calendar year following such termination, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. Except as otherwise expressly provided herein, to the maximum extent any expense reimbursement permitted by said provision; (ii) are paid following said March 15, such Cash Severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary separation from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision; and (iii) are in excess of the amounts specified in clauses (i) and (ii) of this paragraph or the provision of any in-kind benefit under this Agreement is determined to be are otherwise subject to Section 409A409A of the Code, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the amount requirement of any such expenses eligible for reimbursement, Section 409A(a)(2)(B)(i) of the Code that payments or the provision of any in-kind benefit, in benefits be delayed until six (6) months and one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed 1) day after the last day of Executive’s separation from service if the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until within the effectiveness meaning of the aforesaid section of the Code at the time of such separation agreementfrom service. In the event that a six (6) month and one (1) day delay of any such separation payments or benefits is required, all amounts will be paid as soon as practicable on the first regularly scheduled pay date following the conclusion of the delay period the Executive shall receive a lump sum payment or benefit in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements amount equal to the extent necessary to avoid adverse personal tax consequences under Section 409Aseparation payments and benefits that were so delayed, and any ambiguities herein remaining separation payments or benefits shall be interpreted accordinglypaid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions).

Application of Internal Revenue Code Section 409A. Notwithstanding anything to The intent of the contrary herein, the following provisions apply to the extent severance parties is that payments and benefits provided herein are subject to under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits , and this Agreement shall not commence until Executive has be interpreted and construed in a “separation manner that establishes an exemption from service” for purposes (or compliance with) the requirements of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided to the contrary set forth herein, to the extent any payments and benefits provided under this Agreement Section 2 that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, unless and until Employee is deemed at the time of such termination of employment to be has also incurred a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (a “Separation From Service”), however, unless the Company reasonably determines that such deferral shall only amounts may be effected to the extent required to avoid adverse tax treatment provided to Employee including, without limitation, the causing Employee to incur additional tax for which Employee would otherwise be liable taxes under Section 409A(a)(1)(B) in the absence of such a deferral. 409A. The first payment thereof will include a catch-up payment covering the amount parties intend that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance each installment of the installments (if any) will be payable Separation Benefits payments provided for in accordance with their original schedule. To the extent any payment under this Agreement may be classified as is a separate “short-term deferralpayment” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2) 1.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments of the Treasury Regulations. Except as otherwise expressly provided hereinSeparation Benefits set forth in this Agreement satisfy, to the greatest extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409Apossible, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if the Release Company determines that the Separation Benefits constitute “deferred compensation” under Section 409A and Waiver could become effective in Employee is, on the calendar year following the calendar year in which Executive separates from termination of service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreementCompany or any successor entity thereto, all amounts will be paid as soon as practicable such term is defined in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.then, solely to the extent

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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with the rules relating to a “Section 409A provided 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 you are, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee’s ) months and one day after your separation from service from the Company service, or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferralyour death. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive You shall receive severance benefits only if Executive executes you execute and returns return to the Company, within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following the date of separation from service, the Release and WaiverWaiver attached to this Agreement as Exhibit A, and permits 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 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 Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. 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 or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of 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. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments and benefits provided under this Agreement (the "Benefits") that constitute "deferred compensation" within the meaning of Section 409A shall not commence in connection with Employee’s Executive's termination of employment unless and until Executive has also incurred a 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. It is intended that each installment of the Benefits payments provided for in this Agreement is a separate "payment" for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that the Benefits payments set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Benefits constitute "deferred compensation subject to compensation" under Section 409A409A and Executive is, and Employee is deemed at on the time of such termination of employment to be service, a “"specified employee” " of the Company or any successor entity thereto, as such term is defined in Section 409A(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, then such payment the timing of the Benefits payments shall not be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured date that is six months and one day after Executive's Separation from Employee’s separation from service from the Company Service, or (ii) the date of Employee’s Executive's death following (such applicable date, the "Specified Employee Initial Payment Date"), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Benefits payments that Executive would otherwise be liable under have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Benefits had not been so delayed pursuant to this Section 409A(a)(1)(Band (B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and commence paying the balance of the installments (if any) will be payable Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To the extent any payment While it is intended that all payments and benefits provided under this Agreement may or otherwise to Executive will be classified as a “short-term deferral” within the meaning of exempt from or comply with Section 409A, the Company makes no representation or covenant to ensure that any such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption payments or benefits are exempt from Section 409A under another provision of or compliant with Section 409A. Payments pursuant The Company will have no liability to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent Executive or any expense reimbursement other party if a payment or the provision of any in-kind benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for any and all taxes on any payments and benefits provided to Executive as a result of this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to 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 any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one reimbursement during a calendar year shall may not affect the expenses eligible for reimbursement in any other taxable year calendar year, (except for any lifetime iii) the reimbursement of an eligible expense will be made on or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Employee expense is incurred such expenses, and in no event shall any (iv) the right to reimbursement or the provision of any in-kind benefit be is not subject to set off or liquidation or exchange for another any other benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to If the contrary hereinCompany (or, if applicable, the following provisions apply to successor entity thereto) determines that the extent severance termination payments and benefits provided herein are subject to under this Agreement (the “Payments”) constitute “deferred compensation” under Code Section 409A of the Code and the regulations and other guidance thereunder and (together, with any state law of similar effect (collectively effect, “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, ) and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreementCompany or any successor entity thereto at the relevant date, all amounts will be paid as soon as practicable such term is defined in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the Payments shall be interpreted accordinglydelayed as follows: on the earliest to occur of (i) the date that is six months and one day after the termination date, (ii) the date of Executive’s death, or (iii) such earlier date, as reasonably determined in good faith by the Company (or any successor entity thereto), as would not result in any of the Payments being subject to adverse personal tax consequences under Section 409A (such earliest date, the “Delayed 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 Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth above. Notwithstanding the foregoing, it is intended that (1) each installment of the Payments provided under Sections 4.1(c), 4.2(d) and 4.3(b)(ii) is a separate “payment” for purposes of Section 409A, (2) all Payments provided under Sections 4.1(c)(i)(x) and (z), 4.1(c)(ii)(x) and (z) and the identical amounts referenced in Sections 4.2(d) and 4.3(b)(ii) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), (3) the Payments constituting accelerated vesting provided under Sections 4.1(c), 4.2(d) and 4.3(b) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(5)(i)(A) and (ii), and (4) the Payments provided under Sections 4.1(c)(i)(y) and 4.1(c)(ii)(y) and the identical amounts referenced in Sections 4.2(d) and 4.3(b)(ii) also satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(v).

Application of Internal Revenue Code Section 409A. Notwithstanding anything Severance-related benefits paid to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of 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. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinyou, to the extent any of payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death termination of your employment through March 14th of the calendar year following such a separation from service; providedtermination, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. Except as otherwise expressly provided herein; to the extent such payments are made following said March 14th, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Company determines that any expense reimbursement other payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Section 409A(a)(1) of the Code. Please signify your agreement to the foregoing amendment by signing as indicated below and returning your signature to me. Sincerely, DIVERSA CORPORATION /s/ Xxxxx Xxxxxxx By Xxxxx Xxxxxxx Chairman, Compensation Committee of the Board of Directors HAVING READ AND UNDERSTOOD THE FOREGOING, I HEREBY AGREE TO THE TERMS AND CONDITIONS STATED ABOVE. /s/ Xxxxxxx X. Xxxx Dated: May 11, 2007 Xxxxxxx X. Xxxx EXHIBIT A RELEASE AND WAIVER OF CLAIMS TO BE SIGNED FOLLOWING TERMINATION WITHOUT CAUSE BEFORE FEBRUARY 11, 2008 In consideration of the payments and other benefits set forth in the Employment Agreement dated , 2007 (the “Agreement”) to which this form is attached, I, XXXXXXX X. XXXX hereby furnish DIVERSA CORPORATION and CELUNOL CORP. and any and all affiliated, subsidiary, related, or successor corporations (collectively the “Company”), with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the provision termination of any in-kind benefit under this Agreement is determined that employment; (2) all claims related to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, my compensation or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to from the Company, within including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the applicable time period set forth aboveCompany; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may have against the Company. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and permits waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; (c) I have twenty-one (21) days in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to become revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective in accordance with its terms until the eighth day after I execute this Release and Waiver and the revocation period has expired. I acknowledge my continuing obligations under my Employee Inventions and Non-Disclosure (such latest permitted date, the “Release DeadlineNDA”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the This Release and Waiver could become effective in constitutes the calendar year following complete, final and exclusive embodiment of the calendar year in which Executive separates from service, entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver will not may only be deemed effective any earlier than modified by a writing signed by both me and the Release Deadline. None Chief Executive Officer of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and WaiverCompany. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.Date: By:

Application of Internal Revenue Code Section 409A. Notwithstanding anything to If the contrary hereinCompany (or, if applicable, the following provisions apply to successor entity thereto) determines that the extent severance termination payments and benefits provided herein are subject to under this Agreement (the “Payments”) constitute “deferred compensation” under Code Section 409A of the Code and the regulations and other guidance thereunder and (together, with any state law of similar effect (collectively effect, “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, ) and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreementCompany or any successor entity thereto at the relevant date, all amounts will be paid as soon as practicable such term is defined in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the Payments shall be interpreted accordinglydelayed as follows: on the earliest to occur of (i) the date that is six months and one day after the termination date, (ii) the date of Executive’s death, or (iii) such earlier date, as reasonably determined in good faith by the Company (or any successor entity thereto), as would not result in any of the Payments being subject to adverse personal tax consequences under Section 409A (such earliest date, the “Delayed 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 Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth above. Notwithstanding the foregoing, it is intended that (1) each installment of the Payments provided under Sections 4.1(c), 4.2(d) and 4.3(b)(ii) is a separate “payment” for purposes of Section 409A, (2) all Payments provided under Sections 4.1(c)(i)(x), 4.1(c)(ii) and the identical amounts referenced in Sections 4.2(d) and 4.3(b)(ii) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), (3) the Payments constituting accelerated vesting provided under Sections 4.1(c), 4.2(d) and 4.3(b) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(5)(i)(A) and (ii), and (4) the Payments provided under Sections 4.1(c)(i)(y) and 4.1(c)(ii) and the identical amounts referenced in Sections 4.2(d) and 4.3(b)(ii) also satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(v).

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. For Each installment of severance benefits is a separate “payment” for purposes of this AgreementTreas. Reg. Section 1.409A-2(b)(2)(i), a termination and the severance benefits are intended to satisfy the exemptions from application of employment will be determined consistent with the rules relating to a “Section 409A provided 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 you are, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee’s ) months and one day after your separation from service from the Company service, or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferralyour death. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive You shall receive severance benefits only if Executive executes you execute and returns return to the Company, within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following the date of separation from service, the Release and WaiverWaiver attached to this Agreement as Exhibit A, and permits 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 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 Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness of the separation agreementRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. 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 or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted 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 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” (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. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For purposes the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinAgreement satisfy, to the greatest extent any payments possible, the exemptions from the application of Section 409A provided under this Agreement in connection with Employee’s Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of employment constitute deferred compensation subject to Section 409Aservice, and Employee is deemed at the time of such termination of employment to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(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, then such payment the timing of the Severance Benefit payments shall not be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured from Employeedate that is six months and one day after Executive’s separation from service from the Company Separation From Service, or (ii) the date of EmployeeExecutive’s death following (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Severance Benefit payments that Executive would otherwise be liable under 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 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision4.9, and (B) commence paying the balance of the installments (if any) will be payable Severance Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To Notwithstanding anything to the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided contrary set forth herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits the Severance Benefits described above, if and only if Executive duly executes and returns to the Company, Company within the applicable time period set forth abovetherein, but in no event more than forty-five days following Separation from Service, the Release and Waiver, and permits the Release and Waiver release of claims contained therein to become effective in accordance with its terms (such latest permitted dateterms. Notwithstanding any other payment schedule set forth in this Agreement, the “Release 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 from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None none of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date or deemed of the Release. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and Waiver. Except Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the minimum extent that payments must be delayed because Executive is a “specified employee” or until delay in payment related to the effectiveness of the separation agreementRelease, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable subject to standard payroll taxes and deductions. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary that such reimbursements or in-kind benefits are subject to avoid adverse personal tax consequences under Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any ambiguities herein taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be interpreted accordinglyprovided, respectively, in any other taxable year.

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. For purposes of this Agreement, a termination of employment will be determined consistent Severance benefits are intended to comply with the rules relating to a “provisions of Section 409A. As such, if Executive is, upon separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, then such payment the timing of the severance benefits payments shall not be made or commence delayed until the earlier of (i) the expiration of the six (6-month period measured from Employee) months and one day after Executive’s separation from service from the Company service, or (ii) the date of EmployeeExecutive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefitdeath. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth abovetherein but in no event more than forty-five (45) days following the date of separation from service, a separation agreement containing the Release and WaiverCompany’s standard form of release of claims in favor of the Company, and permits the Release and Waiver such 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 and Waiver separation agreement could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver separation agreement will not be deemed effective any earlier than the Release 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 Release and Waiverseparation agreement. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation 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. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.. OMNICELL, INC. /s/ Xxxxxxx X. Xxxxx 6/22/2012 By: Xxxxxxx X. Xxxxx Date /s/ Xxxxxxx Xxxxxxx 6/24/2012

Application of Internal Revenue Code Section 409A. Notwithstanding anything to It is intended that each installment of the contrary herein, Severance Benefits and the following provisions apply to the extent severance benefits provided herein are subject to Enhanced Benefits is a separate “payment” for purposes of Code Section 409A of the Code and the regulations and other guidance thereunder and (together, with any state law of similar effect (collectively effect, “Section 409A”). In addition, it is intended that the Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with Benefits and the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinEnhanced Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits, Enhanced Benefits and/or any other termination payments and benefits provided under this Agreement in connection with Employee’s termination of employment or otherwise (the “Payments”) constitute “deferred compensation subject to compensation” under Section 409A, 409A and Employee Executive is deemed at the time of such termination of employment to be a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon his separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409ASection, then such payment shall not the timing of the Payments will be made or commence until delayed as follows: on the earlier to occur of (i) the expiration date that is six months and one day after the date of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of EmployeeExecutive’s death following (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) will (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Payments that Executive would otherwise be liable under Section 409A(a)(1)(Bhave received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for insurance coverage during, such delay period) in if the absence commencement of such a deferral. The first the payment thereof will include a catch-up payment covering of the amount that would have otherwise Payments had not been paid during the period between Employee’s termination of employment delayed pursuant to this paragraph and the first payment date but for the application of this provision, and (B) commence paying the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyapplicable payment schedules set forth above.

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 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 Advisor’s termination of services unless and until Executive Advisor has also incurred a “separation from service” (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 Advisor without causing Advisor to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For purposes the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinAgreement satisfy, to the greatest extent any payments possible, the exemptions from the application of Section 409A provided under this Agreement in connection with Employee’s Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Advisor is, on the termination of employment constitute deferred compensation subject to Section 409Aservice, and Employee is deemed at the time of such termination of employment to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(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, then such payment the timing of the Severance Benefit payments shall not be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured from Employeedate that is six months and one day after Advisor’s separation from service from the Company Separation From Service, or (ii) the date of EmployeeAdvisor’s death following (such applicable date, the “Specified Advisor Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Advisor a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Severance Benefit payments that Advisor would otherwise be liable under have received through the Specified Advisor Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section 409A(a)(1)(Band (B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and commence paying the balance of the installments (if any) will be payable Severance Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To Notwithstanding anything to the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided contrary set forth herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive Advisor shall receive severance benefits the Severance Benefits described above, if and only if Executive Advisor duly executes and returns to the Company, Company within the applicable time period set forth abovetherein, but in no event more than forty-five days following Separation From Service, a separation agreement containing the Release Company’s standard form of release of claims in favor of the Company (attached to this Agreement as Exhibit A) and Waiverother standard provisions, including without limitation, those relating to non-disparagement and confidentiality (the “Separation Agreement”), and permits the Release and Waiver release of claims contained therein to become effective in accordance with its terms (such latest permitted dateterms. Notwithstanding any other payment schedule set forth in this Agreement, the “Release 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 from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None none of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date or deemed of the Separation Agreement. Except to the extent that payments may be delayed until the Specified Advisor Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and Waiver. Except Separation Agreement, the Company will pay Advisor the Severance Benefits Advisor would otherwise have received under the Agreement on or prior to such date but for the minimum extent that payments must be delayed because Executive is a “specified employee” or until delay in payment related to the effectiveness of the separation agreementSeparation Agreement, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable in accordance with the Company’s normal subject to standard payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, taxes and any ambiguities herein shall be interpreted accordinglydeductions.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to The intent of the contrary herein, the following provisions apply to the extent severance parties is that payments and benefits provided herein are subject to under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits , and this Agreement shall not commence until Executive has be interpreted and construed in a “separation manner that establishes an exemption from service” for purposes (or compliance with) the requirements of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided to the contrary set forth herein, to the extent any payments and benefits provided under this Agreement Section 2 that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section l.409A-l(h) (a “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur additional taxes under Section 409A. The parties intend that each installment of the Separation Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments of the Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-l(b)(4) and 1.409A-l(b)(9). However, if the Company determines that the Separation Benefits constitute “deferred compensation subject to compensation” under Section 409A, 409A and Employee is deemed at is, on the time of such termination of employment to be service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, then such payment shall not the timing of the Separation Benefits payments will be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured from date that is six months and one day after Employee’s separation from service from the Company Separation From Service, or (ii) the date of Employee’s death following (such applicable date, the “Specified Employee Initial ​ Payment Date”), and the Company (or the successor entity thereto, as applicable) will (A) pay to Employee a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Separation Benefits payments that Employee would otherwise be liable under Section 409A(a)(1)(B) in have received through the absence Specified Employee Initial Payment Date if the commencement of such a deferral. The first the payment thereof will include a catch-up payment covering of the amount that would have otherwise Separation Benefits had not been paid during the period between Employee’s termination of employment and the first payment date but for the application of so delayed pursuant to this provisionSection, and (B) commence paying the balance of the installments (if any) will be payable Separation Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To With respect to any reimbursement or in-kind benefit plans, policies or arrangements of the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning Company that constitute deferred compensation for purposes of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such plan, policy or arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such plan, policy or arrangement in any other taxable calendar year (except for any lifetime that the health and dental plans may impose a limit on the amount that may be reimbursed or other aggregate limitation applicable to medical expensespaid), in no event shall (ii) any expenses reimbursement must be reimbursed after made on or before the last day of the calendar year following the calendar year in which the Employee incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to The intent of the contrary herein, the following provisions apply to the extent severance parties is that payments and benefits provided herein are subject to under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits , and this Agreement shall not commence until Executive has be interpreted and construed in a “separation manner that establishes an exemption from service” for purposes (or compliance with) the requirements of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided to the contrary set forth herein, to the extent any payments and benefits provided under this Agreement Section 2 that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (a “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur additional taxes under Section 409A. The parties intend that each installment of the Separation Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments of the Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if the Company determines that the Separation Benefits constitute “deferred compensation subject to compensation” under Section 409A, 409A and Employee is deemed at is, on the time of such termination of employment to be service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, then such payment shall not the timing of the Separation Benefits payments will be made or commence delayed until the earlier of to occur of: (i) the expiration of the date that is six (6-month period measured from ) months and one (1) day after Employee’s separation from service from the Company Separation From Service, or (ii) the date of Employee’s death following (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) will (A) pay to Employee a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Separation Benefits payments that Employee would otherwise be liable under Section 409A(a)(1)(B) in have received through the absence Specified Employee Initial Payment Date if the commencement of such a deferral. The first the payment thereof will include a catch-up payment covering of the amount that would have otherwise Separation Benefits had not been paid during the period between Employee’s termination of employment and the first payment date but for the application of so delayed pursuant to this provisionSection, and (B) commence paying the balance of the installments (if any) will be payable Separation Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To With respect to any reimbursement or in-kind benefit plans, policies or arrangements of the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning Company that constitute deferred compensation for purposes of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to permitted by Section 409A, the following ​ ​ conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefitbenefits provided, under any such plan, policy or arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such plan, policy or arrangement in any other taxable year calendar year, (except for ii) any lifetime reimbursement must be made on or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after before the last day of the calendar year following the calendar year in which the Employee incurred such expensesexpense was incurred, and in no event shall any (iii) the right to reimbursement or the provision of any in-kind benefit be benefits is not subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted 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 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. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-catch- up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to It is intended that each installment of the contrary herein, Severance Benefits and the following provisions apply to the extent severance benefits provided herein are subject to Enhanced Benefits is a separate “payment” for purposes of Code Section 409A of the Code and the regulations and other guidance thereunder and (together, with any state law of similar effect (collectively effect, “Section 409A”). In addition, it is intended that the Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with Benefits and the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinEnhanced Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A- 1(b)(5) and 1.409A-1(b)(9), and this Agreement will he construed to the greatest extent possible as consistent with those provisions. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits, Enhanced Benefits and/or any other termination payments and benefits provided under this Agreement in connection with Employee’s termination of employment or otherwise (the “Payments”) constitute “deferred compensation subject to compensation” under Section 409A, 409A and Employee Executive is deemed at the time of such termination of employment to be a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon his separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409ASection, then such payment shall not the timing of the Payments will be made or commence until delayed as follows: on the earlier to occur of (i) the expiration date that is six months and one day after the date of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of EmployeeExecutive’s death following (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) will (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Payments that Executive would otherwise be liable under Section 409A(a)(1)(Bhave received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for insurance coverage during such delay period) in if the absence commencement of such a deferral. The first the payment thereof will include a catch-up payment covering of the amount that would have otherwise Payments had not been paid during the period between Employee’s termination of employment delayed pursuant to this paragraph and the first payment date but for the application of this provision, and (B) commence paying the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits only if Executive executes and returns to the Company, within the applicable time period set forth above, the Release and Waiver, and permits the Release and Waiver 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 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. None of the severance benefits will be paid or otherwise delivered prior to the effective date or deemed effective date of the Release and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the separation agreement, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyapplicable payment schedules set forth above.

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 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” (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. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For purposes the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided hereinAgreement satisfy, to the greatest extent any payments possible, the exemptions from the application of Section 409A provided under this Agreement in connection with Employee’s Treasury Regulation Sections 1.409A-1 (b) (4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of employment constitute deferred compensation subject to Section 409Aservice, and Employee is deemed at the time of such termination of employment to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(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, then such payment the timing of the Severance Benefit payments shall not be made or commence delayed until the earlier of to occur of: (i) the expiration of the 6-month period measured from Employeedate that is six months and one day after Executive’s separation from service from the Company Separation From Service, or (ii) the date of EmployeeExecutive’s death following (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a separation from service; provided, however, that such deferral shall only be effected lump sum amount equal to the extent required to avoid adverse tax treatment to Employee including, without limitation, sum of the additional tax for which Employee Severance Benefit payments that Executive would otherwise be liable under 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 409A(a)(1)(Band (B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and commence paying the balance of the installments (if any) will be payable Severance Benefits in accordance with their original schedulethe applicable payment schedules set forth in this Agreement. To Notwithstanding anything to the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided contrary set forth herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Executive shall receive severance benefits the Severance Benefits described above, if and only if Executive duly executes and returns to the Company, Company within the applicable time period set forth abovetherein, but in no event more than forty-five days following Separation From Service, the Release and Waiver, and permits the Release and Waiver release of claims contained therein to become effective in accordance with its terms (such latest permitted dateterms. Notwithstanding any other payment schedule set forth in this Agreement, the “Release 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 from service, the Release and Waiver will not be deemed effective any earlier than the Release Deadline. None none of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date or deemed of the Release. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and Waiver. Except Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the minimum extent that payments must be delayed because Executive is a “specified employee” or until delay in payment related to the effectiveness of the separation agreementRelease, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable subject to standard payroll taxes and deductions. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary that such reimbursements or in-kind benefits are subject to avoid adverse personal tax consequences under Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any ambiguities herein taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be interpreted accordinglyprovided, respectively, in any other taxable year.