Common use of Application of Section 409A of the Code Clause in Contracts

Application of Section 409A of the Code. (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall comply with, or otherwise be interpreted to avoid any penalty sanctions under section 409A exempt from, the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to Executive. This Agreement shall be provided construed, administered, and governed in full (a manner consistent with this intent. If and to the extent not paid in part at earlier date) at that any payment or benefit under this Agreement is determined by the earliest time thereafter when such sanctions shall not be imposed. For purposes of section Company to constitute “non-qualified deferred compensation” subject to Section 409A of the CodeCode and is payable to Executive by reason of Executive’s termination of employment, all payments to then such payment or benefit shall be made or provided to Executive only upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning as defined for purposes of such term under section Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall will the reimbursements or in-kind benefits to be provided pursuant to this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor Executive, directly ’s right to reimbursement or indirectly, designate the fiscal year in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement will be considered a “separate payment” and not one of payment, except as permitted under section a series of payments for purposes of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code (as determined by the Company), any payment (or portion thereof) otherwise due Executive during the first six months following Executive’s termination of employment that is not exempt from Section 409A of the Code either as separation pay or as a short term deferral under applicable Treasury regulations will be held until and paid on the day following the expiration of such term is defined in section six-month period. In no event shall the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (ai) This Agreement shall be interpreted Notwithstanding anything to avoid any penalty sanctions under section 409A the contrary in this Agreement, no portion of the Internal Revenue Code benefits or payments to be made under Section 3.6 hereof will be payable until the Executive has a “separation from service” from the Company within the meaning of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code. In addition, then such benefit to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or payment shall be provided in full (any successor provision) is necessary to extent not paid in part at earlier date) at avoid the earliest time thereafter when such sanctions shall not be imposed. For purposes application of section an additional tax under Section 409A of the Code, all Code to payments due to be made the Executive upon a termination or following his “separation from service,” then notwithstanding any other provision of employment under this Agreement may only be made upon (or any applicable plan, policy, program, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s “separation from service” (within taking into account the meaning preceding sentence of such term under section 409A this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series application of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the each payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation series of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall payments will be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s deathdeemed a separate payment. (cii) All Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) a. This Agreement shall be interpreted to avoid any penalty sanctions under section Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one (1) taxable year, payment shall be made in the later taxable year. (b) b. Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section Section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 six (6) months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 sixty (60) days after the date of the Executive’s death. (c) c. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Holding Company shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of the Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Holding Company that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 15 and 16, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This The Award covered by this Award Agreement shall is intended to be interpreted to avoid any penalty sanctions under section 409A of exempt from, or otherwise comply with the Internal Revenue Code of 1986provisions of, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then such benefit as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or payment any other provision of this Award Agreement or the Plan to the contrary, if the Restricted Stock Units are subject to the provisions of Section 409A (and not exempted therefrom), the provisions of this Award Agreement and the Plan shall be provided administered, interpreted and construed in full a manner necessary to comply with Section 409A (or disregarded to the extent such provision cannot paid be so administered, interpreted or construed). If any payments or benefits hereunder constitute non-conforming “deferred compensation” subject to taxation under Section 409A, the Participant agrees that the Company may, without the Participant’s consent, modify the Award Agreement to the extent and in part at earlier date) the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveParticipant’s “separation from service” service (within the meaning of such term under section 409A of the CodeSection 409A), (A) the Participant shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date but shall instead settle it, without interest, within 30 days after such six-month period. Payments with respect to the Restricted Stock Units may only be paid in a manner and upon an event permitted by Section 409A, and each payment made under this Agreement the Restricted Stock Units shall be treated as a separate payment, and the right to a series of installment payments under this Agreement the Restricted Stock Units shall be treated as a right to a series of separate payments. In no event shall the ExecutiveParticipant, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of . Notwithstanding the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Companyforegoing, the Company has securities which are publicly traded on an established securities market makes no representations and/or warranties with respect to compliance with Section 409A, and the Executive is a “specified employee” (as such term is defined in section Participant recognizes and acknowledges that Section 409A of could potentially impose upon the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be Participant certain taxes and/or interest charges for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense Participant is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitshall remain solely responsible.

Application of Section 409A of the Code. (a) a. This Agreement shall be interpreted to avoid any penalty sanctions under section Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) b. Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section Section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 six (6) months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 sixty (60) days after the date of the Executive’s death. (c) c. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted to avoid any penalty sanctions under section Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) . Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section Section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 six (6) months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 sixty (60) days after the date of the Executive’s death. (c) . All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (ai) This Agreement shall be interpreted Notwithstanding anything to avoid any penalty sanctions under section 409A the contrary in this Agreement, no portion of the Internal Revenue Code benefits or payments to be made under Section 3.6 hereof will be payable until the Executive has a “separation from service” from the Corporation and Bank within the meaning of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code. In addition, then such benefit to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or payment shall be provided in full (any successor provision) is necessary to extent not paid in part at earlier date) at avoid the earliest time thereafter when such sanctions shall not be imposed. For purposes application of section an additional tax under Section 409A of the Code, all Code to payments due to be made the Executive upon a termination or following his “separation from service,” then notwithstanding any other provision of employment under this Agreement may only be made upon (or any applicable plan, policy, program, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s “separation from service” (within taking into account the meaning preceding sentence of such term under section 409A this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series application of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the each payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation series of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall payments will be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s deathdeemed a separate payment. (cii) All Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Bank shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of the Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Bank that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 15 and 16, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent and the following provisions of this Section shall control over any contrary provisions of this Agreement. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Bank shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Bank that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 3, 21 and 22, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This Agreement shall is intended to be interpreted to avoid any penalty sanctions under exempt from section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (under the “Code”). If any payment or benefit cannot be provided or made at short-term deferral” exception and to the time specified herein without incurring sanctions under extent this Agreement is subject to section 409A of the Code, then it will in all respects be administered in accordance with section 409A of the Code. Any provision that would cause this Agreement to fail to satisfy section 409A of the Code shall have no force or effect until amended to comply with section 409A of the Code (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Company without the consent of the Participant). Any reference in this Agreement to section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such benefit Section by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding the foregoing, if the Stock Units constitute “deferred compensation” under section 409A of the Code and the Stock Units become vested and settled upon the Participant’s separation from service, payment with respect to the Stock Units shall be provided in full delayed for a period of six (6) months after the Participant’s separation from service if the Participant is a “specified employee” as defined under section 409A of the Code and if required pursuant to extent not section 409A of the Code. If payment is delayed, the Stock Units shall be settled and paid within thirty (30) days after the date that is six (6) months following the Participant’s separation from service. Payments with respect to the Stock Units may only be paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of a manner and upon an event permitted by section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section 409A of the Code), and each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement the Stock Units shall be treated as a right to a series of separate payments. In no event shall the ExecutiveParticipant, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent and the following provisions of this Section shall control over any contrary provisions of this Agreement. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Holding Company shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Holding Company that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 3, 19 and 20, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent and the following provisions of this Section shall control over any contrary provisions of this Agreement. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Bank shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of the Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Bank that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 3, 21 and 22, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted is intended to avoid any penalty sanctions under section comply with Section 409A of the Internal Revenue Code of 1986, as amended or an exemption thereunder and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided construed and administered in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. accordance with Section 409A. For purposes of section 409A of the CodeSection 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveEmployee’s “separation from service” (within the meaning of such term under section 409A of the CodeSection 409A), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the ExecutiveEmployee, directly or indirectly, designate the fiscal calendar year of any payment, except as permitted under section 409A of Section 409A. Notwithstanding the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409Aforegoing, in no event shall the timing Employer be obligated to reimburse Employee for any taxes, penalties, interest or other expenses that may be incurred on account of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.non-compliance with Section 409A. (b) Notwithstanding anything herein in this Agreement to the contrary, if, at the time of the ExecutiveEmployee’s termination of employment with the Companyunder this Agreement, the Company Employer has securities which are publicly traded on an established securities market and the Executive Employee is a “specified employee” (as such term is defined in section 409A of the Code) Section 409A), and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the CodeSection 409A, then the Company Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiEmployee), until the first payroll date that occurs after the date that is 6 six (6) months following the Executiveday of Employee’s “separation of from service.” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive Employee dies during the postponement period prior to the payment of any postponed amount, the amounts withheld postponed on account of section Section 409A of the Code shall be paid to the personal representative of the ExecutiveEmployee’s estate within 60 sixty (60) days after the date day of the ExecutiveEmployee’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the CodeSection 409A, including, where applicable, the requirement that (i1) any reimbursement shall be for expenses incurred during the ExecutiveEmployee’s lifetime (or during a shorter period of time specified in this Agreement), ; (ii2) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, ; (iii3) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred incurred; and (iv4) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted to avoid any penalty sanctions under section Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the CodeSection 409A, then such benefit or payment shall be provided in full (to the extent not paid in part at an earlier date) at the earliest time thereafter when such sanctions shall will not be imposed. For purposes of section 409A of the CodeSection 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveEmployee’s “separation from service” (within the meaning of such term under section 409A of the CodeSection 409A), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the ExecutiveEmployee, directly or indirectly, designate the fiscal calendar year of any payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein in this Agreement to the contrary, if, at the time of the ExecutiveEmployee’s termination of employment with the Companyunder this Agreement, the Company Employer has securities which are publicly traded on an established securities market and the Executive Employee is a “specified employee” (as such term is defined in section 409A of the Code) Section 409A), and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the CodeSection 409A, then the Company Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiEmployee), until the first payroll date that occurs after the date that is 6 six (6) months following the Executiveday of Employee’s “separation of from service.” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive Employee dies during the postponement period prior to the payment of any postponed amount, the amounts withheld postponed on account of section Section 409A of the Code shall be paid to the personal representative of the ExecutiveEmployee’s estate within 60 sixty (60) days after the date day of the ExecutiveEmployee’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the CodeSection 409A, including, where applicable, the requirement that (i1) any reimbursement shall be for expenses incurred during the ExecutiveEmployee’s lifetime (or during a shorter period of time specified in this Agreement), ; (ii2) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, ; (iii3) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred incurred; and (iv4) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (Plan are intended to comply with the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes requirements of section 409A of the Code, and shall in all payments to respects be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under administered in accordance with section 409A of the Code. Notwithstanding anything in this Agreement or the Plan to the contrary, distributions may only be made upon an event and in a manner permitted by section 409A of the Code. If a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. Notwithstanding any provision of in this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall if the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive Grantee is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall will postpone the commencement payment until 10 days after the end of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘shortsix-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months month period following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Companyoriginal payment date. If the Executive Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the ExecutiveGrantee’s estate within 60 days after the date of the ExecutiveGrantee’s death. (c) All reimbursements . The determination of who is a specified employee, including the number and in-kind benefits provided under this Agreement identity of persons considered specified employees and the identification date, shall be made by the Board of Directors or provided the Committee or its delegate in accordance with the provisions of sections 416(i) and 409A of the Code. To the extent that any provision of the Plan would cause a conflict with the requirements of section 409A of the Code, includingor would cause the administration of the Plan to fail to satisfy the requirements of section 409A of the Code, where applicable, the requirement that (i) any reimbursement such provision shall be for expenses incurred during deemed null and void to the Executive’s lifetime (extent permitted by applicable law. In no event shall the Grantee, directly or during a shorter period of time specified in this Agreement)indirectly, (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of designate the calendar year following of payment. This Agreement may be amended without the year consent of the Grantee in which any respect deemed by the expense is incurred and (iv) Board to be necessary in order to preserve compliance with section 409A of the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitCode.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six (6) months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six (6) months following such termination date, after which time the Bank shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six (6) month anniversary of the Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Bank that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six (6)-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 15 and 16, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. ​ (a) This Agreement shall be interpreted is intended to avoid any penalty sanctions under section comply with Section 409A of the Internal Revenue Code of 1986, as amended or an exemption thereunder and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided construed and administered in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. accordance with Section 409A. For purposes of section 409A of the CodeSection 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveEmployee’s “separation from service” (within the meaning of such term under section 409A of the CodeSection 409A), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the ExecutiveEmployee, directly or indirectly, designate the fiscal calendar year of any payment, except as permitted under section 409A of Section 409A. Notwithstanding the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409Aforegoing, in no event shall the timing Employer be obligated to reimburse Employee for any taxes, penalties, interest or other expenses that may be incurred on account of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.non-compliance with Section 409A. ​ (b) Notwithstanding anything herein in this Agreement to the contrary, if, at the time of the ExecutiveEmployee’s termination of employment with the Companyunder this Agreement, the Company Employer has securities which are publicly traded on an established securities market and the Executive Employee is a “specified employee” (as such term is defined in section 409A of the Code) Section 409A), and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the CodeSection 409A, then the Company Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiEmployee), until the first payroll date that occurs after (but no later than thirty (30) days after) the date that is 6 six (6) months following the Executiveday of Employee’s “separation of from service.” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive Employee dies during the postponement period prior to the payment of any postponed amount, the amounts withheld postponed on account of section Section 409A of the Code shall be paid to the personal representative of the ExecutiveEmployee’s estate within 60 sixty (60) days after the date day of the ExecutiveEmployee’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the CodeSection 409A, including, where applicable, the requirement that (i1) any reimbursement shall be for expenses incurred during the ExecutiveEmployee’s lifetime (or during a shorter period of time specified in this Agreement), ; (ii2) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, ; (iii3) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred incurred; and (iv4) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit.. ​

Application of Section 409A of the Code. (a) This A. To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to You. This Agreement shall be provided construed, administered, and governed in full (a manner consistent with this intent and the following provisions of this Section shall control over any contrary provisions of this Agreement. B. In the event You are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Your termination of employment will be delayed and paid in a single lump sum six months thereafter (or if earlier, the date of Your death) and (ii) with respect to medical and welfare benefits, You shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Company shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of the Your termination date. C. Payments and benefits hereunder upon Your termination or severance of employment with the Company that constitute deferred compensation under Code Section 409A shall be paid or provided only at the time of a termination of Your employment under this Agreement may only be made upon the Executive’s which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to the Subsection B above). D. For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payments so that each payment that hereunder is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement designated as a result separate payment for purposes of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.Section 409A. (c) E. All reimbursements and in-in kind benefits provided under this Agreement Agreement, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s Your lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. F. References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent and the following provisions of this Section shall control over any contrary provisions of this Agreement. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Holding Company shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of the Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Holding Company that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 3, 19 and 20, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted Notwithstanding anything to avoid the contrary set forth herein, any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended payments and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be benefits provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s that constitute “separation from servicedeferred compensation” (within the meaning of such term under section Section 409A of the CodeCode and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence if payable by reference to Executive’s termination of employment unless and until Executive has also incurred a “Separation From Service” (as such term is defmed in Treasury Regulation Section 1.409A-1(h), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional twenty percent (20%) tax under Section 409A. It is intended that each payment made under this Agreement shall constitute a separate payment and each installment of payments provided for in this Agreement shall be treated as a separate paymentpayments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that each payment under 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 right to a series of installment Company (or, if applicable, the successor entity thereto) determines that any payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall constitute “deferred compensation” under Section 409A and Executive is, on the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Companyservice, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (of the Company or any successor entity thereto, as such term is defined in section 409A of the CodeSection 409A(a)(2)(B)(i) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the such payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall postpone (A) pay to Executive a lump sum amount equal to the sum of the payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of any such payments or benefits hereunder had not been so delayed pursuant to this Section and (without any reduction in such payments or benefits ultimately paid or provided to B) commence paying the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A balance of the Code) payments in accordance with the Companyapplicable payment schedules set forth in this Agreement. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the CodeSection 409A, including, where applicable, the requirement that (ia) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (iib) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iiic) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (ivd) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This The parties intend that the delivery of Shares in respect of the Units provided under this Agreement shall be interpreted satisfies, to avoid any penalty sanctions under section the greatest extent possible, the exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under applicable Treasury Regulations, and this Agreement will be construed to the “Code”)greatest extent possible as consistent with those provisions. If any payment or benefit canTo the extent not be provided or made at so exempt, the time specified herein without incurring sanctions under section 409A delivery of Shares in respect of the CodeUnits provided under this Agreement will be conducted, then and this Agreement will be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding taxes or penalties under Section 409A. In such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Codecase, all payments to be distributions made upon a termination of employment under this Agreement may only be made in a manner and upon the Executive’s “separation from service” an event permitted by Section 409A. (within the meaning b) The parties further intend that each installment of such term under section 409A of the Code), each payment made under any payments provided for in this Agreement shall be treated as is a separate “payment, and the right to a series ” for purposes of installment payments under this Agreement shall be treated as a right to a series of separate payments. Section 409A. In no event shall the ExecutiveGrantee, directly or indirectly, designate the fiscal calendar year of payment, except as permitted under section 409A . (c) To the extent that (i) one or more of the Code. Notwithstanding any provision of payments received or to be received by Grantee pursuant to this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified would constitute deferred compensation subject to the requirements of Section 409A, in no event shall the timing 409A and is payable upon termination of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of paymentContinuous Service, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (bii) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive Grantee is a “specified employee” (within the meaning of Section 409A as such term is defined in section 409A of determined by the Code) and it is Committee, then solely to the extent necessary to postpone avoid the imposition of any additional taxes or penalties under Section 409A, the commencement of any such payments or benefits otherwise payable under this Agreement as a result will be deferred until the date that is six months and one day following Grantee’s termination of Continuous Service (or, if earlier, the date of death of Grantee) and will instead be paid on the date that immediately follows the end of such termination period (or death) or as soon as administratively practicable within thirty (30) days thereafter. (d) To the extent that any provision of employment this Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of this Agreement to prevent any accelerated fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to the extent permitted by Applicable Law. The Company makes no representations to Grantee regarding the compliance of this Agreement or additional tax under section 409A of the CodeUnits with Section 409A, then the Company shall postpone the commencement of and Grantee is solely responsible for the payment of any such payments taxes or benefits hereunder (without penalties arising under Section 409A, or any reduction in such payments or benefits ultimately paid or provided state law of similar effect, with respect to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A grant or vesting of the Code) with Units or the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A delivery of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not Shares subject to liquidation or exchange for another benefitthis Award.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted is intended to avoid any penalty sanctions under comply with the requirements of section 409A of the Internal Revenue Code of 1986Code, as amended and specifically, with the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the regulations promulgated thereunder (“separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with section 409A of the “Code”). If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on the Executive under section 409A of the Code, then such payment or benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s a “separation from service” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with 6(b) below. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment the Executive’s separation from service with the Company to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘“short-term deferral exception’ ” under Treas. Reg. §section 1.409A-1(b)(4), ) and then under the ‘“separation pay exception’ ” under Treas. Reg. §section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 six months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) service with the Company. If any payments are postponed due to such requirements, such postponed amounts shall will be paid to the Executive in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 six months following the Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 sixty (60) days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Separation Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Bank shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of the Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Bank that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 3(c), 21 and 22, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement and the RSUs granted hereunder comply with the requirements of Section 409A of the Code and the regulations and other guidance issued thereunder, and that this Agreement and the RSUs granted hereunder shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any penalty sanctions additional tax under section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then such benefit or payment shall be provided in full (. In the event that any provision of this Agreement is determined by the Committee to extent not paid in part at earlier date) at comply with the earliest time thereafter when such sanctions shall not be imposed. For purposes applicable requirements of section Section 409A of the CodeCode and the regulations and other guidance issued thereunder, all payments the Committee shall have the authority to take such actions and to make such changes to this Agreement and the RSUs granted hereunder as the Committee deems necessary to comply with such requirements, provided that no such action shall adversely affect the RSUs granted hereunder without the consent of the Participant. No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under this Agreement upon a termination of employment under this Agreement may only the Participant’s Service will be made upon the Executive’s or provided unless and until such termination is also a “separation from service,” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section determined in accordance with Section 409A of the Code. Notwithstanding any provision of the foregoing or anything elsewhere in the Plan or this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall if the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive Participant is a “specified employee” (as such term is defined in section Section 409A of the Code at the time of termination of the Participant’s Service with respect to the RSUs granted hereunder, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code) and it is necessary to postpone , the commencement of any payments or benefits otherwise payable under this Agreement as a result of such the RSUs shall be deferred until the date that is six (6) months following the Participant’s termination of employment Service (or such other period as required to prevent comply with Section 409A). In no event whatsoever shall the Company be liable for any accelerated additional tax, interest or additional tax under section penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A The parties intend that the delivery of Shares or other consideration in respect of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be Units provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only will be made exempt from, or comply with, the provisions of Section 409A, and this Agreement will be construed, to the greatest extent possible, in a manner that complies with Section 409A and is consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) The parties further intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. (c) To the extent any payment hereunder due upon the Executive’s “separation from service” (within the meaning occurrence of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified Corporate Transaction is deferred compensation that is subject to Section 409A, and is not otherwise exempt from complying with the provisions of Section 409A, then a Corporate Transaction shall only be deemed to occur if the Corporate Transaction also qualifies as a “change in no event shall control event” with respect to the timing Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5). (d) To the extent any payment hereunder due upon the termination of the ExecutiveGrantee’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment Continuous Service is deferred compensation that is subject to execution Section 409A, and is not otherwise exempt from complying with the provisions of the Release could Section 409A, then such payment will not be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company unless and until Grantee has securities which are publicly traded on an established securities market and the Executive is also incurred a “specified employeeseparation from service” (as such term is defined in section 409A Treasury Regulation Section 1.409A-1(h)). (e) To the extent that (i) one or more of the Codepayments received or to be received by the Grantee pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (ii) and it the Grantee is a “specified employee” within the meaning of Section 409A, then solely to the extent necessary to postpone avoid the imposition of any additional taxes or penalties under Section 409A, the commencement of any payments or benefits otherwise payable under this Agreement as a result will be deferred until the date that is six months and one day following the Grantee’s termination of Continuous Service (or, if earlier, the date of death of the Grantee) and will instead be paid on the date that immediately follows the end of such termination period (or death) or as soon as administratively practicable within thirty (30) days thereafter. (f) The Company makes no representations to Grantee regarding the compliance of employment to prevent any accelerated this Agreement or additional tax under section 409A of the CodeUnits with Section 409A, then the Company shall postpone the commencement of and Grantee is solely responsible for the payment of any such payments taxes or benefits hereunder (without penalties arising under Section 409A(a)(1), or any reduction in such payments or benefits ultimately paid or provided state law of similar effect, with respect to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A grant or vesting of the Code) with Units or the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A delivery of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not Shares subject to liquidation or exchange for another benefitthis Award.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under if all or any portion of the severance payment provided for in Section 3.7 of this Agreement are is determined to be “nonqualified deferred compensation compensation” subject to Section 409A, in no event shall the timing 409A of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, Code (after taking into account all applicable exemptions) and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and determines that the Executive Employee is a “specified employee” (as such term is defined in section 409A of the CodeSection 409A(a)(2)(B)(i) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code and the regulations and other guidance issued thereunder, then such severance payment (or portion thereof) that is subject to Section 409A and cannot be paid to the Employee without incurring additional tax, interest or penalties under Section 409A shall be paid to the personal representative Employee (without interest) on the first day of the Executiveseventh month following the month in which the Employee’s estate within 60 days after termination of employment occurs. For purposes of this Section 3.7(f), “termination of service” shall mean the date Employee’s “separation from service”, as defined in Section 1.409A-1(h) of the Executive’s death. (c) All Treasury Regulations, including the default presumptions thereunder. Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit.

Application of Section 409A of the Code. (a) This Agreement shall is intended to be interpreted to avoid any penalty sanctions under exempt from section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (under the “Code”). If any payment or benefit cannot be provided or made at short-term deferral” exception and to the time specified herein without incurring sanctions under extent this Agreement is subject to section 409A of the Code, then it will in all respects be administered in accordance with section 409A of the Code. Any provision that would cause this Agreement to fail to satisfy section 409A of the Code shall have no force or effect until amended to comply with section 409A of the Code (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Company without the consent of the Participant). Any reference in this Agreement to section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such benefit Section by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding the foregoing, if the Stock Units constitute “deferred compensation” under section 409A of the Code and the Stock Units become vested and settled upon the Participant’s separation from service, payment with respect to the Stock Units shall be provided in full delayed for a period of six (6) months after the Participant’s separation from service if the Participant is a “specified employee” as defined under section 409A of the Code and if required pursuant to extent not section 409A of the Code. If payment is delayed, the Stock Units shall be settled and paid within thirty (30) days after the date that is six (6) months following the Participant’s separation from service. Payments with respect to the Stock Units may only be paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of a manner and upon an event permitted by section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under section 409A of the Code), and each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement the Stock Units shall be treated as a right to a series of separate payments. In no event shall the ExecutiveParticipant, directly or indirectly, designate the fiscal year of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.​ ​ ​

Application of Section 409A of the Code. (a) This To the extent applicable, it is intended that this Agreement shall be interpreted to avoid any penalty sanctions under section 409A comply with the provisions of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section Section 409A of the Code, then so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such benefit amounts or payment benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement shall be provided construed, administered, and governed in full a manner consistent with this intent and the following provisions of this Section shall control over any contrary provisions of this Agreement. (b) In the event Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to extent not paid in part at earlier dateavoid a prohibited distribution under Section 409A(a)(2) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments then (i) amounts payable in connection with Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death) and (ii) with respect to medical and welfare benefits, Executive shall be made entitled to bear the cost of such benefits for six months following such termination date, after which time the Holding Company shall continue to provide such benefits for the period they would otherwise have been provided, commencing from the six month anniversary of the Executive’s termination date. (c) Payments and benefits hereunder upon Executive’s termination or severance of employment with the Holding Company that constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of employment under this Agreement may only be made upon the Executive’s employment which constitutes a “separation from service” (within the meaning of such term under section Code Section 409A (subject to a possible six-month delay pursuant to Subsection (b) above). (d) For purposes of the Code)Code Section 409A, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year payments so that each payment hereunder is designated as a separate payment for purposes of payment, except as permitted under section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Code Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.409A. (b) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is 6 months following the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (ce) All reimbursements and in-in kind benefits provided under this Agreement Agreement, including, but not limited to, payments under Sections 3(c), 19 and 20, shall be made or provided in accordance with the requirements of section 409A of the CodeCode Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) 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 any other calendar year, (iii) the reimbursement of an eligible expense shall will be made on or before the last day of the calendar year following the year in which the expense is incurred incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (f) References in this Agreement to Code Section 409A include both that section of the Code itself and any guidance promulgated thereunder.

Application of Section 409A of the Code. (a) This Agreement shall be interpreted is intended to avoid any penalty sanctions under section comply with Section 409A of the Internal Revenue Code of 1986, as amended or an exemption thereunder and the regulations promulgated thereunder (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided construed and administered in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. accordance with Section 409A. For purposes of section 409A of the CodeSection 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon the ExecutiveEmployee’s “separation from service” (within the meaning of such term under section 409A of the CodeSection 409A), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the ExecutiveEmployee, directly or indirectly, designate the fiscal calendar year of any payment, except as permitted under section 409A of Section 409A. Notwithstanding the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409Aforegoing, in no event shall the timing Employer be obligated to reimburse Employee for any taxes, penalties, interest or other expenses that may be incurred on account of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.non-compliance with Section 409A. (b) Notwithstanding anything herein in this Agreement to the contrary, if, at the time of the ExecutiveEmployee’s termination of employment with the Companyunder this Agreement, the Company Employer has securities which are publicly traded on an established securities market and the Executive Employee is a “specified employee” (as such term is defined in section 409A of the Code) Section 409A), and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the CodeSection 409A, then the Company Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid first within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and then under the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiEmployee), until the first payroll date that occurs after (but no later than thirty (30) days after) the date that is 6 six (6) months following the Executiveday of Employee’s “separation of from service.” (as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is 6 months following Executive’s separation of service with the Company. If the Executive Employee dies during the postponement period prior to the payment of any postponed amount, the amounts withheld postponed on account of section Section 409A of the Code shall be paid to the personal representative of the ExecutiveEmployee’s estate within 60 sixty (60) days after the date day of the ExecutiveEmployee’s death. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the CodeSection 409A, including, where applicable, the requirement that (i1) any reimbursement shall be for expenses incurred during the ExecutiveEmployee’s lifetime (or during a shorter period of time specified in this Agreement), ; (ii2) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar year, ; (iii3) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred incurred; and (iv4) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit.