Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”). Severance benefits ) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions 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). If Executive is the Company (or, if applicable, the successor entity thereto) determines that any payments or benefits constitute “deferred compensation” under Section 409A and Employee is, on the termination of service, a “specified employee” within of the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, any installment then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service and benefits shall be accelerated delayed until the earlier to the minimum extent necessary so that occur of: (a) the lesser of (y) the total cash severance payment amountdate that is six months and one day after Employee’s Separation From Service, or (zb) six the date of Employee’s death (6such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) months shall (i) pay to Employee a lump sum amount equal to the sum of the payments and benefits that Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such installment payments are paid no later than March 15 amounts had not been so delayed pursuant to this Section and (ii) commence paying the balance of the calendar payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall be subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following such terminationthe taxable year in which the expense was incurred, and (biii) all amounts paid pursuant the right to the foregoing clause (a) will constitute separate payments reimbursement or in-kind benefits is not subject to liquidation or exchange for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulationsany other benefit. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation all payments and benefits under this Agreement shall either comply with or be exempt from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either 409A, and any ambiguity contained herein shall be payable pursuant to the “short-term deferral” rule set forth interpreted in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary such manner so as to avoid adverse personal tax consequences under Section 409A409A. Notwithstanding the foregoing, and the Company shall in no event be obligated to indemnify the Employee for any ambiguities herein shall taxes or interest that may be interpreted accordinglyassessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”). Severance benefits ) shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a Separation From Service, unless the Company reasonably determines that such amounts may be provided to the Executive without causing him to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “separation from servicepayment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). If the Company (or, if applicable, the successor entity thereto) determines that any payments or benefits constitute “deferred compensation” under Section 409A and the Executive is is, on the termination of service, a “specified employee” within of the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amountthen, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments and any ambiguities herein benefits shall be interpreted accordinglydelayed until the earlier to occur of: (a) the date that is six months and one day after the Executive’s Separation From Service, or (b) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of the payments and benefits that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such amounts had not been so delayed pursuant to this Section and (ii) commence paying the balance of the payments and benefits in accordance with the applicable payment schedules set forth in this Agreement.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”). Severance benefits ) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions 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). If Executive is the Company (or, if applicable, the successor entity thereto) determines that any payments or benefits constitute “deferred compensation” under Section 409A and Employee is, on the termination of service, a “specified employee” within of the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, any installment then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service and benefits shall be accelerated delayed until the earlier to the minimum extent necessary so that occur of: (a) the lesser of (y) the total cash severance payment amountdate that is six months and one day after Employee’s Separation From Service, or (zb) six the date of Employee’s death (6such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) months shall (i) pay to Employee a lump sum amount equal to the sum of the payments and benefits that Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such installment payments are paid no later than March 15 amounts had not been so delayed pursuant to this Section and (ii) commence paying the balance of the calendar payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall be subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following such terminationthe taxable year in which the expense was incurred, and (biii) all amounts paid pursuant the right to the foregoing clause (a) will constitute separate payments reimbursement or in-kind benefits is not subject to liquidation or exchange for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulationsany other benefit. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation all payments and benefits under this Agreement shall either comply with or be exempt from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either 409A, and any ambiguity contained herein shall be payable pursuant to the “short-term deferral” rule set forth interpreted in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary such manner so as to avoid adverse personal tax consequences under Section 409A409A. Notwithstanding the foregoing, and the Company shall in no event be obligated to indemnify the Employee for any ambiguities herein shall taxes or interest that may be interpreted accordinglyassessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall will not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” for purposes of (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing him to incur the additional 20% tax under Section 409A. If Executive In the event that any severance payments and benefits provided under this Agreement is delayed until a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeSeparation From Service has occurred, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements then solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the Company will commence paying the severance payments and benefits when a Separation From Service does occur in accordance with the applicable payment schedules set forth in this Agreement. (b) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any ambiguities herein shall installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be interpreted treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. (c) If the Company (or, if applicable, the successor entity thereto) determines that any severance payments constitute “deferred compensation” under Section 409A and the Executive is, on the termination of service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance payments will be delayed until the earlier to occur of: (i) the date that is six months and one day after the Executive’s Separation From Service, or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) will (A) pay to the Executive a lump sum amount equal to the sum of the severance payments that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the severance payments had not been so delayed pursuant to this Section and (B) commence paying the balance of the severance pay in accordance with the applicable payment schedules set forth in this Agreement. (d) To the extent that any cash payment for which the Company or its successor may become obligated to pay under Section 2.6(b)(iii) above is deferred compensation for purposes of Section 409A, then the definition of Change of Control for purposes of triggering a payment to the Executive under that provision will be limited to those events that constitute “change in control events” as specified in Treasury Regulation 1.409A-3 if necessary to avoid the imposition of the additional 20% tax under section 409A. (e) The Company’s obligations to make any reimbursements or provide in-kind benefits to the Executive will be subject to the following restrictions: (a) the Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year will not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses will be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent severance benefits provided herein are subject to possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the regulations and other guidance thereunder and any state law contrary in this Agreement, if Executive is deemed by the Company at the time of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has his Separation from Service to be a “separation from servicespecified employee” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, and if any installment of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months any portion of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant is required to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is avoid a “specified employee” within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time related adverse taxation under Section 409A of the Code, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such separation earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from service Service that Executive would otherwise have received through the foregoing provision shall result Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in compliance accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule applicable payment schedules set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or above. No interest will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and due on any ambiguities herein shall be interpreted accordinglyamounts so deferred.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the regulations and other guidance thereunder greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any state law definitions hereunder) will be construed in a manner that complies with Section 409A of similar effect the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (collectively “including, without limitation, for purposes of Treasury Regulation Section 409A”1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Severance benefits shall not commence until Notwithstanding any provision to the contrary in this Agreement, if Executive has is deemed by the Company at the time of his Separation from Service to be a “separation from servicespecified employee” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, and if any installment of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months any portion of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant is required to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is avoid a “specified employee” within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time related adverse taxation under Section 409A of the Code, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such separation earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from service Service that Executive would otherwise have received through the foregoing provision shall result Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in compliance accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule applicable payment schedules set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or above. No interest will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and due on any ambiguities herein shall be interpreted accordinglyamounts so deferred.

Application of Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to To the extent severance benefits provided herein are subject to applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e. 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not commence until Executive has subject to a “separation from servicesubstantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. If Executive is Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “specified employeeshort term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of 409A(a)(2)(B)(iSection 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the CodeCompany at a time when its stock is deemed to be publicly traded on an established securities market, any installment payments of Disability Base Salary Payments pursuant determined to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a be “nonqualified deferred compensation” payable upon separation from service shall be accelerated to the minimum extent necessary so that made no earlier than (ai) the lesser first day of the seventh (y7th) the total cash severance payment amountcomplete calendar month following such termination of employment, or (zii) six (6) months Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such installment payments are required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than March 15 the end of the calendar year following the year in which the Executive incurs such terminationexpenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (biii) all amounts paid pursuant the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of contrary, no amendment may be made to this Agreement if it would cause the Treasury Regulations and thus will Agreement or any payment hereunder not to be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.409A.

Application of Section 409A. Notwithstanding anything It is intended that all of the payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “Separation from Service” (as defined in Section 409A). Severance benefits shall not commence until Executive has a “separation from service” for For purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code409A, Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “nonqualified deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in this Section 6. No interest shall be interpreted accordingly.due on any amounts deferred pursuant to this Section 6. To the extent that any Severance Benefits are nonqualified deferred compensation under Section 409A of the Code and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefits will not be made or begin until the later calendar year. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Application of Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A‑1(b)(4) and 1.409A‑1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Code Section 1.409A-2(b)(2) 409A(a)(2)(B)(i), and if any of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule payments upon Separation from Service set forth in Section 1.409A-1(b)(4) herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of the Treasury Regulations. It any portion of such payments is intended that if Executive is required to avoid a “specified employee” within the meaning of prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any ambiguities herein shall amounts so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be interpreted accordinglymade or begin until the later calendar year.

Application of Section 409A. The payments contemplated by this Agreement are intended to be exempt from, or to comply with the requirements of, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted with that intent. Notwithstanding the foregoing, the tax treatment of amounts payable and benefits provided under this Agreement is not warranted or guaranteed, and neither the Company, nor any of its members, shareholders, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of this Agreement, including by reason of Section 409A or any similar State statute. Notwithstanding anything to the contrary hereinin this Agreement, if at the time Executive’s employment terminates, Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of Executive’s separation from service that would (but for this provision) be payable within six (6) months following provisions apply the date of such separation from service, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive’s death; except (A) to the extent severance of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits provided herein which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code. For purposes of this Agreement, with respect to payments that are subject to Section 409A and that are payable upon or with reference to Executive’s termination of the Code employment, all references to “termination of employment” and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits correlative phrases shall not commence until Executive has be construed to require a “separation from service” for purposes (as defined in Section 1.409A-1(h) of Section 409A. If Executive is a the Treasury regulations after giving effect to the presumptions contained therein), from the Company, and the term “specified employee” within means an individual determined by the meaning of 409A(a)(2)(B)(i) Company to be a specified employee of the Code, any Company under Treasury regulation Section 1.409A-1(i). 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 is to be treated as a right to a series of Disability Base Salary Payments pursuant to separate payments. To the extent required by Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service 409A, if the period for executing and not revoking the Release spans two taxable years, the Severance Benefit shall be accelerated to paid in the minimum extent necessary so that (a) the lesser of (y) the total cash severance second taxable year. Any tax gross up payment amount, or (z) six (6) months of such installment payments are paid hereunder shall be made no later than March 15 the end of the calendar year following such termination, and (b) all amounts paid pursuant the calendar year in which the related taxes are remitted to the foregoing clause (a) will constitute separate payments for purposes of appropriate tax authorities, or at such other specified time or schedule that may be permitted under Treas. Reg. Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly1.409A-3(i)(1)(v).

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. Notwithstanding anything set forth in this Agreement to the contrary hereincontrary, the following provisions apply to the extent severance any payments and benefits provided herein are subject pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive the Employee has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Employee without causing the Employee to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 409A. If Executive is 1.409A 2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon the Employee’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and the Employee is, on the Employee’s Separation From Service, a “specified employee” within of the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amountthen, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such terminationsolely, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the payments upon the Employee’s Separation From Service shall be interpreted accordinglydelayed until the earlier to occur of: (a) the date that is six months and one day after the Employee’s Separation From Service or (b) the date of the Employee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay the Employee a lump sum amount equal to the sum of the payments upon the Employee’s Separation From Service that the Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. If any severance benefits under this Agreement (including the salary and benefit continuation provided herein) are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which the Employee’s Separation From Service occurs, then the latest permitted date on which such Release could become effective and irrevocable in accordance with its terms will be considered the Release Effective Date and the severance benefits shall commence on such date. None of the severance benefits (including the salary and benefit continuation provided herein) will commence or otherwise be delivered prior to the Release Effective Date. Except to the minimum extent that payments must be delayed because the Employee is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices and no interest will be due on any amounts so deferred.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (x) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (y) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to To the extent severance benefits provided herein are subject to applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not commence until Executive has subject to a “separation from servicesubstantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. If Executive is Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “specified employeeshort term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of 409A(a)(2)(B)(iSection 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends if necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the CodeCompany at a time when its stock is deemed to be publicly traded on an established securities market, any installment payments of Disability Base Salary Payments pursuant determined to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation be “nonqualified deferred compensation” payable upon Separation from service Service shall be accelerated to the minimum extent necessary so that made no earlier than (ai) the lesser first day of the seventh (y7th) the total cash severance payment amountcomplete calendar month following such termination of employment, or (zii) six (6) months Executive’s death, if required and consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such installment payments are required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules to the extent necessary to comply with Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than March 15 the end of the calendar year following the year in which Executive incurs such terminationexpenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (biii) all amounts paid pursuant the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of contrary, no amendment may be made to this Agreement if it would cause the Treasury Regulations and thus will Agreement or any payment hereunder not to be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.409A.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.10(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.2. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.10(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. (e) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.7(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.7(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable advice and regulations issued thereunder. (b) Notwithstanding anything in this Agreement to the contrary hereincontrary, the following provisions apply to the extent severance benefits provided herein are subject that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Executive’s termination of employment, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the regulations and other guidance thereunder and payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any state law amount upon a termination of similar effect (collectively “employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A”). Severance benefits shall not commence until Executive has a -compliant “separation from service” or such later date as may be required by subsection (c) below. (c) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) 409A of the Code, any installment payments Code would otherwise be payable or distributable under this Agreement by reason of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a the Executive’s separation from service shall be accelerated during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the minimum extent necessary so that Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (adomestic relations order), (j)(4)(iii) the lesser (conflicts of (y) the total cash severance payment amountinterest), or (zj)(4)(vi) six (6payment of employment taxes): (1) months if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such installment payments are paid no later than March 15 non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the calendar year seventh month following the Executive’s separation from service; and (2) if the payment or distribution is payable over time, the amount of such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will non-exempt deferred compensation that would otherwise be payable pursuant to during the “shortsix-term deferral” rule set forth in Section 1.409A-1(b)(4) of month period immediately following the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Executive’s separation from service will be accumulated and the foregoing provision shall result in compliance with Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the requirements of Section 409A(a)(2)(B)(i) earlier of the Code because payments to Executive will either be payable pursuant to Executive’s death or the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) first day of the Treasury Regulations or will not be paid until at least 6 months after seventh month following the Executive’s separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A , whereupon the accumulated amount will be paid or comply with its requirements distributed to the extent necessary to avoid adverse personal tax consequences under Section 409A, Executive on such date and the normal payment or distribution schedule for any ambiguities herein shall be interpreted accordinglyremaining payments or distributions will resume.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Employee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding anything to the contrary in this Agreement, to the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, such severance payments will not begin until the second calendar year. If Executive the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of as such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth is defined in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation Employee’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Employee’s Separation from Service, and (b) the date of Employee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Employee a lump sum amount equal to the sum of the severance benefits that Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein shall be interpreted accordingly.one day after

Application of Section 409A. Notwithstanding anything to In the contrary hereinevent that the Company determines that any cash severance payment benefit, the following provisions apply to the extent severance accrued and unpaid bonus payment, or continued health, dental and vision insurance coverage benefits provided herein are subject under this Agreement fails to satisfy the distribution requirement of Section 409A 409A(a)(2)(A) of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has as a “separation from service” for purposes result of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments the payment of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service such benefit shall be accelerated to the minimum extent necessary so that the benefit is not subject to the provisions of Section 409A(a)(1) of the Code. (aThe payment schedule as revised after the application of the preceding sentence shall be referred to as the “Revised Payment Schedule.”) However, in the lesser event the payment of (ybenefits pursuant to the Revised Payment Schedule would be subject to Section 409A(a)(1) of the total cash severance Code, the payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts benefits shall not be paid pursuant to the foregoing clause (a) will constitute separate payments for purposes Revised Payment Schedule and instead the payment of such benefits shall be delayed to the minimum extent necessary so that such benefits are not subject to the provisions of Section 1.409A-2(b)(2409A(a)(1) of the Code. The Board may otherwise modify the timing of payments, the amounts paid, and make other modifications pursuant to this Section 10.2 to preserve, as closely as possible, the economic consequences that would have applied in the absence of this Section 10.2; provided, however, that no such modification shall result in the payments being subject to Section 409A(a)(1) of the Code. Prior to any actual payments under this Agreement to Executive, Executive and the Company agree to work together in good faith to consider and implement amendments to this Agreement which are necessary or appropriate to avoid imposition of any additional tax or income recognition under Section 409A of the Code and any temporary or final Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from serviceInternal Revenue Service guidance thereunder. The severance benefits are intended parties agree to qualify for an exemption from application of Section 409A or comply cooperate with its requirements each other and to the extent take reasonably necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglysteps in this regard.

Application of Section 409A. Notwithstanding anything to (a) It is intended that all of the contrary hereincompensation payable under this Agreement, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”). Severance benefits shall not commence until Executive has ) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (i) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (ii) the date of Executive’s death, the Company will: (1) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (2) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2(a) and 6.3(a). No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement (i) shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred, (ii) the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year and (iii) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, the following provisions apply to the extent severance any payments and benefits provided herein are subject to under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”). Severance benefits ) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section l.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 409A. 1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections l.409A-l(b)(4), l.409A-l(b)(5), and l.409A-l(b)(9). If Executive is the Company (or, if applicable, the successor entity thereto) determines that any payments or benefits constitute “deferred compensation” under Section 409A and Employee is, on the termination of service, a “specified employee” within of the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, any installment then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service and benefits shall be accelerated delayed until the earlier to the minimum extent necessary so that occur of: (a) the lesser of (y) the total cash severance payment amountdate that is six months and one day after Employee’s Separation From Service, or (zb) six the date of Employee’s death (6such applicable date, the “Specified Employee Initial Payment Date’’). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) months shall (i) pay to Employee a lump sum amount equal to the sum of the payments and benefits that Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such installment payments are paid no later than March 15 amounts had not been so delayed pursuant to this Section and (ii) commence paying the balance of the calendar payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall be subject to the following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following such terminationthe taxable year in which the expense was incurred, and (biii) all amounts paid pursuant the right to the foregoing clause (a) will constitute separate payments reimbursement or in-kind benefits is not subject to liquidation or exchange for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulationsany other benefit. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation all payments and benefits under this Agreement shall either comply with or be exempt from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either 409A, and any ambiguity contained herein shall be payable pursuant to the “short-term deferral” rule set forth interpreted in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary such manner so as to avoid adverse personal tax consequences under Section 409A409A. Notwithstanding the foregoing, and the Company shall in no event be obligated to indemnify the Employee for any ambiguities herein shall taxes or interest that may be interpreted accordinglyassessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything to (a) It is intended that none of the contrary herein, severance payments and benefits under this Agreement constitute deferred compensation within the following provisions apply to the extent severance benefits provided herein are subject to meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and other any guidance promulgated thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a ) (“separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(iDeferred Payments”) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus but rather will be payable pursuant to exempt from Section 409A as a payment that would fall within the “short-term deferral” rule set forth in Treasury Regulations Section 1.409A-1(b)(4). However, (i) of the Treasury Regulations. It is intended that if any severance payments or benefits under this Agreement would be considered Deferred Payments and (ii) if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code 409A at the time of the termination of Executive’s Continuous Service Status, any Deferred Payments that otherwise are payable within the first six (6) months following such separation from service termination will become payable on the foregoing provision on the first date that occurs on or after the earliest of (x) the date six (6) months and one (1) day following the date of such termination, (y) the date of Executive’s death, and (z) such earlier date as permitted under Section 409A without causing any tax to become due under Section 409A. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum. No interest shall result in compliance with be due on any amounts so deferred. (b) Each severance payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). (c) It is intended that all of the severance benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 409A(a)(2)(B)(i) 409A so that none of the Code because payments and benefits to Executive be provided under the Agreement will either be payable pursuant subject to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal additional tax consequences imposed under Section 409A, and any ambiguities herein shall will be interpreted accordingly.to so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A.

Application of Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section Sections 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 six (6) months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Section 409A. 11.1 Notwithstanding anything contained in this Agreement to the contrary hereincontrary, no amount payable on account of Executive’s termination of employment which constitutes a “deferral of compensation” (“Section 409A Deferred Compensation”) within the following provisions apply to meaning of the extent severance benefits provided herein are subject Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code and (the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A409A Regulations”). Severance benefits ) shall not commence be paid unless and until Executive has incurred a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury 409A Regulations. It is intended that Furthermore, if Executive is a “specified employee” within the meaning of the Section 409A(a)(2)(B)(i) 409A Regulations as of the Code at the time date of such Executive’s separation from service, no amount that constitutes Section 409A Deferred Compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the foregoing provision shall result in compliance with date (the requirements of Section 409A(a)(2)(B)(i“Delayed Payment Date”) which is first day of the Code because payments to Executive will either be payable pursuant to seventh month after the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) date of Executive’s separation from service or, if earlier, the Treasury Regulations or will not be paid until at least 6 months after date of Executive’s death following such separation from service. The severance benefits are intended All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. Executive and the Company intend that (a) the payment under Section 8.1(a) of this Agreement shall be exempt from treatment as Section 409A Deferred Compensation as a short-term deferral pursuant to Treasury Regulation Section 1.409A-1(b)(4), and (b) the payment under Section 8.3 of this Agreement of amounts in excess of the amounts payable under Section 7.3(a) shall be exempt from treatment as Section 409A Deferred Compensation to the maximum extent permitted for amounts treated as separation pay due to involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). 11.2 To the extent that all or any portion of the Company’s payment of or reimbursement to Executive for the cost of health care coverage premiums pursuant to Sections 7.1(b)(ii), 7.2(a), 8.1(b) or 8.3(b) (the “Company-Provided Benefits”) would exceed an amount for which, or continue for a period of time in excess of which, such Company Provided Benefits would qualify for an exemption from application treatment as Section 409A Deferred Compensation, then, for the duration of the applicable period during which the Company is required to provide such benefits: (a) the amount of Company-Provided Benefits furnished in any taxable year of Executive shall not affect the amount of Company-Provided Benefits furnished in any other taxable year of Executive; (b) any right of Executive to Company-Provided Benefits shall not be subject to liquidation or exchange for another benefit; and (c) any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred. 11.3 Any equity award which constitutes Section 409A Deferred Compensation and which would vest and become payable upon a Change of Control in accordance with Section 8.2 shall vest in full as provided by Section 8.2 but shall be converted automatically at the effective time of such Change of Control into a right to receive in cash on the date or dates such award would have been settled in accordance with its then existing settlement schedule (or on such earlier date as provided by Sections 7.2(a), 7.3(a) or 8.3(c)) an amount or amounts equal in the aggregate to the intrinsic value of the equity award at the time of the Change of Control. 11.4 Notwithstanding any provision of this Agreement to the contrary, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Agreement solely by reason of a Change of Control, such amount shall become payable only if the event constituting a Change of Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of the Section 409A Regulations. 11.5 Executive and the Company intend that any right of Executive to receive installment payments under this Agreement shall, for all purposes of Section 409A, be treated as a right to a series of separate payments. 11.6 The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A and the Section 409A Regulations. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or comply with its requirements provided to Executive, the extent necessary Company shall not be responsible for the payment of any applicable taxes incurred by Executive on compensation paid or provided to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyExecutive pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything It is intended that all of the Severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No Severance benefits shall not commence until Executive has payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether Severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the Severance payments provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance payments will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the Severance payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance payments had not been delayed pursuant to this Section 6.7 and (ii) commence paying the balance of the Severance payments in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.7.

Application of Section 409A. Notwithstanding anything It is intended that all of the Severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No Severance benefits shall not commence until Executive has payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether Severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the Severance payments provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance payments will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the Severance payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance payments had not been delayed pursuant to this Section 6.7 and (ii) commence paying the balance of the Severance payments in accordance with the applicable payment schedule set forth in Section 5.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 5.7.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein shall be interpreted accordinglyone day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.7(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.

Application of Section 409A. 11.1 Notwithstanding anything contained in this Agreement to the contrary hereincontrary, no amount payable on account of Executive’s termination of employment which constitutes a “deferral of compensation” (“Section 409A Deferred Compensation”) within the following provisions apply to meaning of the extent severance benefits provided herein are subject Treasury Regulations issued pursuant to Section 409A of the Code and (the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A409A Regulations”). Severance benefits ) shall not commence be paid unless and until Executive has incurred a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury 409A Regulations. It is intended that Furthermore, if Executive is a “specified employee” within the meaning of the Section 409A(a)(2)(B)(i) 409A Regulations as of the Code at the time date of such Executive’s separation from service, no amount that constitutes Section 409A Deferred Compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the foregoing provision shall result in compliance with date (the requirements of Section 409A(a)(2)(B)(i“Delayed Payment Date”) which is the first day of the Code because payments to Executive will either be payable pursuant to seventh month after the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) date of Executive’s separation from service or, if earlier, the Treasury Regulations or will not be paid until at least 6 months after date of Executive’s death following such separation from service. The severance benefits are intended All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Sections 7.1(b), 7.2(a), 7.3(a) and 8.2 of this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals), as applicable. 11.2 To the extent that all or any portion of the Company’s payment of or reimbursement to Executive for the cost of health care coverage premiums pursuant to Sections 7.1(b)(iii), 7.2(a) and 8.2(b) (the “Company-Provided Benefits”) would exceed an amount for which, or continue for a period of time in excess of which, such Company Provided Benefits would qualify for an exemption from application treatment as Section 409A Deferred Compensation, then, for the duration of the applicable period during which the Company is required to provide such benefits: (a) the amount of Company-Provided Benefits furnished in any taxable year of Executive shall not affect the amount of Company-Provided Benefits furnished in any other taxable year of Executive; (b) any right of Executive to Company-Provided Benefits shall not be subject to liquidation or exchange for another benefit; and (c) any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred. 11.3 Upon any Change of Control which is not a Section 409A Change of Control, any equity-based award which constitutes Section 409A Deferred Compensation and which would vest and become payable in accordance with Section 8.1 shall vest in full as provided by Section 8.1 but shall be converted automatically at the effective time of such Change of Control into a right to receive in cash on the date or dates such award would have been settled in accordance with its then existing settlement schedule (or on such earlier date as provided by Section 8.2(c) or on such earlier date when a Section 409A Change of Control subsequently occurs) an amount or amounts equal in the aggregate to the intrinsic value of the equity award at the time of the Change of Control. 11.4 Notwithstanding any provision of this Agreement to the contrary, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Agreement solely by reason of a Change of Control, such amount shall become payable only if the event constituting a Change of Control would also constitute a Section 409A Change of Control. 11.5 Executive and the Company intend that any right of Executive to receive installment payments under this Agreement shall, for all purposes of Section 409A, be treated as a right to a series of separate payments. 11.6 The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A and the Section 409A Regulations. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or comply with its requirements provided to Executive, the extent necessary Company shall not be responsible for the payment of any applicable taxes incurred by Executive on compensation paid or provided to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyExecutive pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to a. This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance The parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Section 409A and this Agreement shall not commence until Executive has a be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Section 409A applies, all references in this Agreement to termination of Executive’s employment are intended to mean Executive’s “separation from service” for purposes within the meaning of Section 409A. 409A(a)(2)(A)(i), (ii) 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, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of Executive’s employment termination is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, (iv) each such payment that does not qualify for exemption as a short-term deferral is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that does not qualify for exemption as a short-term deferral or under the two-times pay exception shall be subject to delay (if necessary) as provided for “specified employees” below. b. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code 409A at the time of such separation from service the foregoing provision shall result in compliance with the requirements Executive’s termination of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements employment , then to the extent necessary to avoid adverse personal subjecting Executive to the imposition of any additional tax consequences under Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s termination of employment shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or the date of Executive’s death. c. To the extent any ambiguities herein reimbursements or in-kind benefits due to Executive under this Agreement are subject to Section 409A, (i) the expenses must be incurred during the term of this Agreement; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. d. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted accordinglyor construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the Bank or any of their affiliates.

Application of Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Code Section 1.409A-2(b)(2) 409A(a)(2)(B)(i), and if any of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule payments upon Separation from Service set forth in Section 1.409A-1(b)(4) herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of the Treasury Regulations. It any portion of such payments is intended that if Executive is required to avoid a “specified employee” within the meaning of prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any ambiguities herein shall amounts so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be interpreted accordinglymade or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply exemptions from the application of Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, to the extent severance benefits provided herein are subject to applicable. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Code Employee’s right to receive any payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the regulations and other guidance thereunder and any state law Employee is deemed by the Company at the time of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a his “separation from service” for purposes of Section 409A. If Executive is to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i), and if any of the meaning payments upon “separation from service” set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to the Employee prior to the earliest of (i) the expiration of the Codesix-month period measured from the date of the Employee’s “separation from service” with the Company, any installment (ii) the date of his death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first (1st) business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments of Disability Base Salary Payments delayed pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service this paragraph shall be accelerated paid in a lump sum to the minimum extent necessary Employee, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so that deferred. With respect to any in-kind benefits or reimbursements provided to Employee hereunder, the following rules shall apply: (ai) the lesser amount of expenses eligible for reimbursement, or in-kind benefits provided, in any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (yii) the total cash severance payment amountreimbursement of an eligible expense shall be made at the time specified in this Agreement or, or (z) six (6) months of such installment payments are paid if none is specified, no later than March 15 the end of the calendar year following the calendar year in which such termination, expense was occurred and (biii) all amounts paid pursuant the right to the foregoing clause (a) will constitute separate payments reimbursement or in-kind benefits is not subject to liquidation or exchange for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyanother benefit.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. To the minimum extent necessary so that (a) the lesser of (y) the total cash any severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such terminationdeferred compensation under Section 409A, and (b) all amounts paid pursuant to are not otherwise exempt from the foregoing clause (a) will constitute separate payments for purposes application of Section 1.409A-2(b)(2) of 409A, then, if the Treasury Regulations period during which Executive may consider and thus sign the Release spans two calendar years, the severance payments will be payable pursuant to not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “short-term deferraldeferred compensation” rule set forth in under Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that 409A and if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.7 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.7.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein shall be interpreted accordingly.one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and

Application of Section 409A. Notwithstanding anything All payments provided under this Agreement are intended to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Code Section 409A, including but not limited to Treasury Regulation Section 1.409A-2(b)(2). (a) The cash severance payment provided under Section 2.2 shall be paid no later than March 15th of the Treasury Regulations and thus will be payable pursuant calendar year following the calendar year in which the Covered Termination occurs. It is the intention of the preceding sentence to apply the “short-term deferraldeferral rule” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) to such payments. If it is determined that the cash severance payments do not satisfy the requirements for exemption under Treasury Regulation Section 1.409A-1(b)(4), such payments are intended to be compliant with Treasury Regulation Sections 1.409A-3(a) and will be construed as such, and paid not later than the later of (x) December 31st of the year of the Covered Termination and (y) the 15th day of the third calendar month following the date of the Covered Termination. (b) Amounts paid pursuant to Section 2.3 (that is, continued health insurance premiums) are intended to be exempt from Code Section 409A pursuant to Treasury Regulations. It Regulation Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions of which are expressly incorporated by reference herein. (c) The continued life insurance benefit provided under Section 2.4 is intended to be exempt from Code Section 409A under Treasury Regulation Section 1.409A-1(b)(9)(v)(C) and (D), and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions of which are expressly incorporated by reference herein. (d) The outplacement assistance payments provided under Section 2.5 are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions of which are expressly incorporated by reference herein (with the amount of expenses eligible for reimbursement in a given calendar month equal to the monthly pro-rata amount of the total allowance). (e) Payments pursuant to Section 2.6 are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Sections 1.409A-1(b)(4), (5) and (6). (f) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his separation from service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, such payments shall not be provided prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s separation from service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive or the applicable benefit carrier, and any ambiguities herein remaining payments due shall be interpreted accordinglypaid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

Application of Section 409A. The payments contemplated by this Agreement are intended to be exempt from, or to comply with the requirements of, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted with that intent. Notwithstanding the foregoing, the tax treatment of amounts payable and benefits provided under this Agreement is not warranted or guaranteed, and neither the Company nor any of its members, shareholders, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of this Agreement, including by reason of Section 409A or any similar State statute. Notwithstanding anything to the contrary hereinin this Agreement, if at the time Executive’s employment terminates, Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of Executive’s separation from service that would (but for this provision) be payable within six (6) months following provisions apply the date of such separation from service, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive’s death; except (A) to the extent severance of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits provided herein which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code. For purposes of this Agreement, with respect to payments that are subject to Section 409A and that are payable upon or with reference to Executive’s termination of the Code employment, all references to “termination of employment” and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits correlative phrases shall not commence until Executive has be construed to require a “separation from service” for purposes (as defined in Section 1.409A-1(h) of Section 409A. If Executive is a the Treasury regulations after giving effect to the presumptions contained therein), from the Company, and the term “specified employee” within means an individual determined by the meaning of 409A(a)(2)(B)(i) Company to be a specified employee of the Code, any Company under Treasury regulation Section 1.409A-1(i). 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 is to be treated as a right to a series of Disability Base Salary Payments pursuant to separate payments. To the extent required by Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service 409A, if the period for executing and not revoking the Release spans two taxable years, the Severance Benefit shall be accelerated to paid in the minimum extent necessary so that (a) the lesser of (y) the total cash severance second taxable year. Any tax gross up payment amount, or (z) six (6) months of such installment payments are paid hereunder shall be made no later than March 15 the end of the calendar year following such termination, and (b) all amounts paid pursuant the calendar year in which the related taxes are remitted to the foregoing clause (a) will constitute separate payments for purposes of appropriate tax authorities, or at such other specified time or schedule that may be permitted under Treas. Reg. Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly1.409A-3(i)(1)(v).

Application of Section 409A. Notwithstanding anything (i) Each payment and benefit payable under the Agreement is intended to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has constitute a “separation from service” separate payment for purposes of Section 409A. 1.409A-2(b)(2) of the Treasury Regulations. (ii) If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code at the time of such Executive’s separation from service, any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s separation from service will become payable on the foregoing provision first payroll date that occurs on or after the earliest of (x) the date six (6) months and one (1) day following the date of Executive’s separation from service, (y) the date of Executive’s death, and (z) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum, and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. No interest shall result in compliance with be due on any amounts so deferred. (iii) Any amount paid under this Agreement that satisfies the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be constitute Deferred Payments for purposes of clause (ii) above. Any amount paid until at least 6 months after under this Agreement that qualifies as a payment made as a result of an involuntary separation from service. The severance benefits service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (ii) above. (iv) Amounts paid pursuant to Section 2(b) (that is, continued health insurance premiums) are intended to qualify for an exemption be exempt from application Section 409A of the Code pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt or otherwise exempt, are intended to be paid in compliance with Treasury Regulations Section 1.409A-3(a)(1), the provisions of which are expressly incorporated into this Agreement by reference. (v) It is intended that all of the benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 409A or comply with its requirements of the Code so that none of the payments and benefits to be provided under the Agreement will be subject to the extent necessary to avoid adverse personal additional tax consequences imposed under Section 409A409A of the Code, and any ambiguities herein shall will be interpreted accordinglyto so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A of the Code.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code’) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)’) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein shall be interpreted accordinglyone day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.10(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. To the minimum extent necessary so that (a) the lesser of (y) the total cash any severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such terminationdeferred compensation under Section 409A, and (b) all amounts paid pursuant to are not otherwise exempt from the foregoing clause (a) will constitute separate payments for purposes application of Section 1.409A-2(b)(2) of 409A, then, if the Treasury Regulations period during which Executive may consider and thus sign the Release spans two calendar years, the severance payments will be payable pursuant to not begin until the second calendar year. If the Company determines that the severance provided under this Agreement constitutes “short-term deferraldeferred compensation” rule set forth in under Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that 409A and if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance had not been delayed pursuant to this Section 6.6 and (ii) commence paying the balance of the severance in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.9(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.2. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.9(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. (e) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Application of Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If if Executive is deemed by the Company at the time of her Separation from Service to be a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Code Section 1.409A-2(b)(2) 409A(a)(2)(B)(i), and if any of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule payments upon Separation from Service set forth in Section 1.409A-1(b)(4) herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of the Treasury Regulations. It any portion of such payments is intended that if Executive is required to avoid a “specified employee” within the meaning of prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any ambiguities herein shall amounts so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be interpreted accordinglymade or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (x) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (y) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein shall be interpreted accordinglyone day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.10(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Employee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If Executive the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of as such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth is defined in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation Employee’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Employee’s Separation from Service, and (b) the date of Employee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Employee a lump sum amount equal to the sum of the severance benefits that Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6.

Application of Section 409A. Notwithstanding anything (i) Each payment and benefit payable under the Agreement is intended to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has constitute a “separation from service” separate payment for purposes of Section 409A. 1.409A-2(b)(2) of the Treasury Regulations. (ii) If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code at the time of such Executive’s separation from service, any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s separation from service will become payable on the foregoing provision first payroll date that occurs on or after the earliest of (x) the date six (6) months and one (1) day following the date of Executive’s separation from service, (y) the date of Executive’s death, and (z) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first payroll date following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum, and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. No interest shall result in compliance with be due on any amounts so deferred. (iii) Any amount paid under this Agreement that satisfies the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be constitute Deferred Payments for purposes of clause (ii) above. Any amount paid until at least 6 months after under this Agreement that qualifies as a payment made as a result of an involuntary separation from service. The severance benefits service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (ii) above. (iv) Amounts paid pursuant to Section 2(c) (that is, continued health insurance premiums) are intended to qualify for an exemption be exempt from application Section 409A of the Code pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt or otherwise exempt, are intended to be paid in compliance with Treasury Regulations Section 1.409A-3(a)(1), the provisions of which are expressly incorporated into this Agreement by reference. (v) It is intended that all of the benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 409A or comply with its requirements of the Code so that none of the payments and benefits to be provided under the Agreement will be subject to the extent necessary to avoid adverse personal additional tax consequences imposed under Section 409A409A of the Code, and any ambiguities herein shall will be interpreted accordinglyto so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A of the Code.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Employee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding anything to the contrary in this Agreement, to the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, such severance payments will not begin until the second calendar year. If Executive the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of as such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth is defined in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation Employee’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Employee’s Separation from Service, and (b) the date of Employee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Employee a lump sum amount equal to the sum of the severance benefits that Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything Each payment under this Agreement is intended to be exempt from Section 409A or in compliance with Section 409A, and the contrary hereinprovisions of this Agreement will be administered, interpreted and construed accordingly. Without limiting the generality of the foregoing, the following provisions apply term “termination” of employment or any similar term used herein will be interpreted to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a mean “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i409A to the extent necessary to comply with Section 409A. In addition, notwithstanding any provision of this Agreement to the contrary, any payment that is subject to the six-month delay under Section 409A(a)(2)(B) of the Internal Revenue Code at for a “specified employee”, if applicable, shall not be paid or commence until the time earliest of: (i) the first day of the seventh month after your date of termination, (ii) the date of your death, or (iii) such separation from service the foregoing provision shall result in compliance earlier date as complies with the requirements of Section 409A(a)(2)(B)(i) 409A. Each payment hereunder subject to Section 409A shall be considered a separate payment for purposes thereof. All reimbursements or provision of the Code because payments to Executive will either be payable in-kind benefits pursuant to this Agreement shall be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv) such that the “shortreimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-term deferral” rule set forth kind benefits provided under this Agreement during your taxable year may not affect the amounts reimbursed or provided in Section 1.409A-1(b)(4) any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application last day of Section 409A or comply with its requirements to your taxable year following the extent necessary to avoid adverse personal tax consequences under Section 409Ataxable year in which the expense was incurred, and any ambiguities herein shall be interpreted accordinglythe right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit.

Application of Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Code Section 1.409A-2(b)(2) 409A(a)(2)(B)(i), and if any of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule payments upon Separation from Service set forth in Section 1.409A-1(b)(4) herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of the Treasury Regulations. It any portion of such payments is intended that if Executive is required to avoid a “specified employee” within the meaning of prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any ambiguities herein shall amounts so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be interpreted accordinglymade or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything It is intended that all of the Severance Benefits payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that is so exempt from Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits In the event that the terms of this Agreement would subject Employee to any additional tax, penalty or interest under Section 409A (the “409A Penalties”), the Company and Executive shall cooperate in good faith to amend the terms of this Agreement to avoid such 409A Penalties, if possible, while preserving the intended economic effects of the Agreement to the greatest extend possible. The preceding provisions shall not commence be construed as a guarantee by the Company of any particular tax effect to Employee under this Agreement. The Company shall not be liable to Employee for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. Notwithstanding anything to the contrary set forth herein, no Severance Benefits that constitute nonqualified deferred compensation not exempt from the application of Section 409A will be made under this Agreement until Executive Employee has incurred a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and, accordingly, each installment payment hereunder shall at all times be considered a separate and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglydistinct payment.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies ​ one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Codel.409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i409A (a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits bad not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefits will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits or Change in Control Severance Benefits, as applicable, are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything to the contrary hereinin this Agreement, the following provisions apply solely to the extent severance benefits provided herein are subject that such delay is required in order to avoid the imposition of an additional tax under Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive Code, if Employee is a “specified employee” within the meaning for purposes of 409A(a)(2)(B)(iSection 409A(a)(2)(B) of the Code, any installment payments of Disability Base Salary Payments to be made pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) this Agreement that are triggered by a considered to be non-qualified deferred compensation distributable in connection with the Employee’s separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments with Employer for purposes of Section 1.409A-2(b)(2) 409A of the Treasury Regulations Code, and thus will which otherwise would have been payable at any time during the six-month period immediately following Employee’s separation from service with Employer, shall not be paid prior to, and shall instead be payable pursuant in a lump sum within ten (10) business days following the end of such six-month period. Each payment of Base Salary, Annual Bonus or other compensation under this Agreement, including, without limitation, each payment to the “short-term deferral” rule set forth in be made following termination of employment, shall be treated as a separate payment for purposes of Section 1.409A-1(b)(4) 409A of the Treasury RegulationsCode. It If any payment that is intended that if Executive to be made as a lump sum upon a Cessation of Business under Section 7(d) or Section 7(e) (or any other section referring to Section 7(e)) is a “specified employee” within the meaning considered to be non-qualified deferred compensation for purposes of Section 409A(a)(2)(B)(i409A of the Code, then such payment shall be made as a lump sum payment of all obligations remaining under this Agreement (rather than continuing to be paid in installments on previously scheduled payment dates) only if one or more of the following conditions are satisfied: (A) the Cessation of Business includes the corporate dissolution of the Employer taxable under Section 331 of the Code at and the time lump sum payment is made and taxable to the Employee within 12 months following the corporate dissolution, or (B) the payment of the lump sum is approved by a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), or (C) the Cessation of Business constitutes a “change in control event” as defined for purposes of Section 409A of the Code, the lump sum payment is made within the 30 days preceding or 12 months following such change in control event, and all deferred compensation agreements, methods, programs, and other arrangements sponsored by the Employer or its successor immediately after the change in control event with respect to each individual that experienced the change in control event are similarly terminated and liquidated, or (D) any other event or condition has occurred or exists that allows for the acceleration of such separation from service payment without resulting in the foregoing provision shall result imposition of an additional tax under Section 409A of the Code. The parties agree that in the event the Internal Revenue Service issues additional guidance to the effect that any of the payments provided for in this Agreement would not be in compliance with Section 409A of the requirements of Code, the parties will negotiate in good faith to address such guidance so that such payments are compliant with Section 409A(a)(2)(B)(i) 409A of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyreasonably practicable.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A- 1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Employee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding anything to the contrary in this Agreement, to the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, such severance payments will not begin until the second calendar year. If Executive the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of as such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth is defined in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation Employee’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Employee’s Separation from Service, and (b) the date of Employee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Employee a lump sum amount equal to the sum of the severance benefits that Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the severance benefits and other payments under this Agreement satisfy, to the contrary hereingreatest extent possible, one or more exemptions from the following provisions apply to the extent severance benefits provided herein are subject to application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) to the maximum extent that such an exemption is available and any ambiguities herein shall be interpreted accordingly; provided, however, that to the extent such exemption is not available, the severance benefits and other payments under this Agreement are intended to comply with the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences , and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Employee’s termination of employment constitutes a Separation from Service. Severance It is intended that (i) each installment of any benefits shall not commence until Executive has payable under this Agreement to Employee be regarded as a separate “separation from servicepayment” for purposes of Treasury Regulations Section 409A. 1.409A-2(b)(2)(i), (ii) all payments of any such benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)(iii), and (iii) any such benefits consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v). (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Separation Agreement could become effective spans two calendar years, then, regardless of when the Separation Agreement is returned to the Company and becomes effective, the Separation Agreement will not be deemed effective (solely for purposes of the timing of payment of severance benefits under this Agreement) any earlier than the latest permitted effective date, and all severance payments shall accordingly occur in the second calendar year. If Executive the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of as such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth is defined in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation Employee’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Employee’s Separation from Service, and (b) the date of Employee’s death, the Company will: (i) pay to Employee a lump sum amount equal to the sum of the severance benefits that Employee would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 4.5(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 4.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 4.5(c). (d) The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefits will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits or Change in Control Severance Benefits, as applicable, are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1. 409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the regulations and other guidance thereunder greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any state law definitions hereunder) will be construed in a manner that complies with Section 409A of similar effect the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (collectively “including, without limitation, for purposes of Treasury Regulation Section 409A”1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Severance benefits shall not commence until Notwithstanding any provision to the contrary in this Agreement, if Executive has is deemed by the Company at the time of his Separation from Service to be a “separation from servicespecified employee” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, and if any installment of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months any portion of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant is required to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is avoid a “specified employee” within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time related adverse taxation under Section 409A of the Code, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such separation earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from service Service that Executive would otherwise have received through the foregoing provision shall result Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in compliance accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule applicable payment schedules set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or above. No interest will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and due on any ambiguities herein shall be interpreted accordinglyamounts so deferred.

Application of Section 409A. Notwithstanding anything to the contrary hereinin this Agreement, the following provisions apply solely to the extent severance benefits provided herein are subject that such delay is required in order to avoid the imposition of an additional tax under Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has Code, if Employee is a “separation from service” 'specified employee' for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, any installment payments of Disability Base Salary Payments to be made pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) this Agreement that are triggered by a considered to be non-qualified deferred compensation distributable in connection with the Employee's separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments with Employer for purposes of Section 1.409A-2(b)(2) 409A of the Treasury Regulations Code, and thus will which otherwise would have been payable at any time during the six-month period immediately following Employee's separation from service with Employer, shall not be paid prior to, and shall instead be payable pursuant in a lump sum within ten (10) business days following the end of such six-month period. Each payment of Base Salary, Annual Bonus or other compensation under this Agreement, including, without limitation, each payment to the “short-term deferral” rule set forth in be made following termination of employment, shall be treated as a separate payment for purposes of Section 1.409A-1(b)(4) 409A of the Treasury RegulationsCode. It If any payment that is intended that if Executive to be made as a lump sum upon a Cessation of Business under Section 7(d) or Section 7(e) (or any other section referring to Section 7(e)) is a “specified employee” within the meaning considered to be non-qualified deferred compensation for purposes of Section 409A(a)(2)(B)(i409A of the Code, then such payment shall be made as a lump sum payment of all obligations remaining under this Agreement (rather than continuing to be paid in installments on previously scheduled payment dates) only if one or more of the following conditions are satisfied: (A) the Cessation of Business includes the corporate dissolution of the Employer taxable under Section 331 of the Code at and the time lump sum payment is made and taxable to the Employee within 12 months following the corporate dissolution, or (B) the payment of the lump sum is approved by a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), or (C) the Cessation of Business constitutes a "change in control event" as defined for purposes of Section 409A of the Code, the lump sum payment is made within the 30 days preceding or 12 months following such change in control event, and all deferred compensation agreements, methods, programs, and other arrangements sponsored by the Employer or its successor immediately after the change in control event with respect to each individual that experienced the change in control event are similarly terminated and liquidated, or (D) any other event or condition has occurred or exists that allows for the acceleration of such separation from service payment without resulting in the foregoing provision shall result imposition of an additional tax under Section 409A of the Code. The parties agree that in the event the Internal Revenue Service issues additional guidance to the effect that any of the payments provided for in this Agreement would not be in compliance with Section 409A of the requirements of Code, the parties will negotiate in good faith to address such guidance so that such payments are compliant with Section 409A(a)(2)(B)(i) 409A of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyreasonably practicable.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Codel .409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c) . (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has a No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a 10. “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of 11. the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

Application of Section 409A. Notwithstanding anything to the contrary hereinin this Agreement, the following provisions apply solely to the extent severance benefits provided herein are subject that such delay is required in order to avoid the imposition of an additional tax under Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has Code, if Employee is a “separation from service” "specified employee" for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i409A(a)(2)(B) of the Code, any installment payments of Disability Base Salary Payments to be made pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) this Agreement that are triggered by a considered to be non-qualified deferred compensation distributable in connection with Employee's separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments with Employer for purposes of Section 1.409A-2(b)(2) 409A of the Treasury Regulations Code, and thus will which otherwise would have been payable at any time during the six-month period immediately following Employee's separation from service with Employer, shall not be paid prior to, and shall instead be payable pursuant in a lump sum within ten (10) business days following the end of such six-month period. Each payment of Base Salary, Annual Bonus or other compensation under this Agreement, including, without limitation, each payment to the “short-term deferral” rule set forth in be made following termination of employment, shall be treated as a separate payment for purposes of Section 1.409A-1(b)(4) 409A of the Treasury RegulationsCode. It If any payment that is intended that if Executive to be made as a lump sum upon a Cessation of Business under Section 7(d) is a “specified employee” within the meaning considered to be non-qualified deferred compensation for purposes of Section 409A(a)(2)(B)(i409A of the Code, then such payment shall be made as a lump sum payment of all obligations remaining under this Agreement (rather than continuing to be paid in installments on previously scheduled payment dates) only if one or more of the following conditions are satisfied: (A) the Cessation of Business includes the corporate dissolution of the Employer taxable under Section 331 of the Code at and the time lump sum payment is made and taxable to Employee within 12 months following the corporate dissolution, or (B) the payment of the lump sum is approved by a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), or (C) the Cessation of Business constitutes a "change in control event" as defined for purposes of Section 409A of the Code, the lump sum payment is made within the 30 days preceding or 12 months following such change in control event, and all deferred compensation agreements, methods, programs, and other arrangements sponsored by the Employer or its successor immediately after the change in control event with respect to each individual that experienced the change in control event are similarly terminated and liquidated, or (D) any other event or condition has occurred or exists that allows for the acceleration of such separation from service payment without resulting in the foregoing provision shall result imposition of an additional tax under Section 409A of the Code. The parties agree that in the event the Internal Revenue Service issues additional guidance to the effect that any of the payments provided for in this Agreement would not be in compliance with Section 409A of the requirements of Code, the parties will negotiate in good faith to address such guidance so that such payments are compliant with Section 409A(a)(2)(B)(i) 409A of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyreasonably practicable.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the regulations and other guidance thereunder greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any state law definitions hereunder) will be construed in a manner that complies with Section 409A of similar effect the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (collectively “including, without limitation, for purposes of Treasury Regulation Section 409A”1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Severance benefits shall not commence until Notwithstanding any provision to the contrary in this Agreement, if Executive has is deemed by the Company at the time of his Separation from Service to be a “separation from servicespecified employee” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, and if any installment of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months any portion of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant is required to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is avoid a “specified employee” within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time related adverse taxation under Section 409A of the Code, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such separation earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from service Service that Executive would otherwise have received through the foregoing provision shall result Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in compliance accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule applicable payment schedules set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or above. No interest will not be paid until at least 6 months after separation from servicedue on any amounts so deferred. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly7.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.7(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.7(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Chairman’s termination of service constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. 1.409A- 2(b)(2)(iii)), Chairman’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Chairman may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If Executive the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Chairman is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of as such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth is defined in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation Chairman’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (x) the date that is six months and any ambiguities herein one day after Chairman’s Separation from Service, and (y) the date of Chairman’s death, the Company will: (i) pay to Chairman a lump sum amount equal to the sum of the severance benefits that Chairman would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Chairman under this Agreement shall be paid to Chairman on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Chairman) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments provided under this Agreement satisfy, to the contrary hereingreatest extent possible, the following exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement and the payments and benefits to be provided hereunder are intended to, and will be construed and implemented so as to, comply in all respects with the applicable provisions apply of Code Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), any right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any other provision of this Agreement, to the extent severance that (i) one or more of the payments or benefits provided herein are received or to be received by you upon Separation from Service pursuant to this Agreement would constitute deferred compensation subject to Section 409A the requirements of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is , and (ii) you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Code Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code 409A at the time of Separation from Service, then to the extent delayed commencement of any portion of such separation from service the foregoing provision shall result payments or benefits is required in compliance with the requirements of order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, such payments and benefits shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of Separation from Service, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation on you. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits deferred pursuant to this paragraph shall be paid in a lump sum to you, and any ambiguities herein remaining payments and benefits due shall be interpreted accordinglypaid as otherwise provided herein.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) If the Company determines that the severance benefits provided under this Agreement constitute “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein shall be interpreted accordinglyone day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.7(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.under

Application of Section 409A. Notwithstanding anything (i) Executive will be deemed to have a termination of employment for purposes of determining the contrary herein, the following provisions apply to the extent severance benefits provided herein timing of any payments that are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has classified as deferred compensation only upon a “separation from service” for purposes within the meaning of Section 409A. 409A. (ii) If at the time of Executive’s separation from service, (a) Executive is a “specified employee” (within the meaning of 409A(a)(2)(B)(iSection 409A and using the methodology selected by the Employer) and (b) the Employer makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the Codepayment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Employer will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any installment payments of Disability Base Salary Payments amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (iii) To the extent Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by 409A as a separation from service result of any provision of this Agreement, such provision shall be accelerated deemed amended to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months to avoid application of such installment payments are paid no later than March 15 of tax and the calendar year following parties shall promptly execute any amendment reasonably necessary to implement this Section 25. Executive and the Employer agree to cooperate to make such termination, and (b) all amounts paid pursuant amendment to the foregoing clause (a) will constitute separate payments for purposes terms of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will this Agreement as may be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences the imposition of penalties and taxes under Section 409A; provided, however, that Executive agrees that any such amendment shall provide Executive with economically equivalent payments and benefits, and Executive agrees that any ambiguities herein such amendment will not materially increase the cost to, or liability of, the Employer with respect to any payment. (iv) For purposes of the this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.” Except as expressly provided herein, the terms and conditions of the Agreement shall remain in full force and effect and shall be interpreted accordinglybinding on the parties hereto until the expiration of the term of the Agreement. Effectiveness of this Amendment to the Agreement shall be conditioned upon approval by the Employer’s Boards of Directors (or the appropriate committees thereof), and this Amendment to the Employment Agreement shall become effective on the later of date of such approval and execution by both parties hereto.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein shall be interpreted accordingly.one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to

Application of Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance 9.1 It is intended that this Agreement provide for benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to under the “short-term deferral” rule set forth in under Section 1.409A-1(b)(4) 409A of the Treasury Regulations. It is intended that if Executive is a Internal Revenue Code of 1986, as amended and all guidance issued thereunder (“specified employee” within the meaning of Section 409A(a)(2)(B)(i409A”) of the Code at the time of such separation and therefore be exempt from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to 409A. If for any reason the “short-term deferral” rule set forth is not applicable such that any benefit under this Agreement becomes subject to Section 409A, then this Agreement shall be interpreted such that it complies with the requirements of Section 409A of for all purposes including, without limitation, the separation from service rules and other applicable definitional requirements under Section 409A. Regardless of the foregoing or any other provision in this Agreement, Acquiror makes no guarantees as to the tax consequences related to any payments under this Agreement or otherwise, including, without limitation, under Section 1.409A-1(b)(4409A and the Employee” shall be solely responsible for same. 9.2 Notwithstanding anything in this Agreement to the contrary, any payment to the Employee under this Agreement that constitutes nonqualified deferred compensation under Section 409A that is payable as a result of a termination of employment may only be paid upon a “separation from service” under Section 409A(a)(2)(A)(i) of the Treasury Regulations or will Code. For purposes of clarification, the foregoing sentence shall not be paid cause any forfeiture of benefits on the part of the Employee, but shall only act as a delay until at least 6 months after such time as the Employee's “separation from service” occurs. The severance benefits are intended In addition, if any amount to qualify for an exemption from application be paid to the Employee pursuant to this Agreement as a result of his or her termination of employment is subject to Section 409A, and if the Employee is a “Specified Employee” under Section 409A as of the date of his or comply with its requirements her termination of employment hereunder, then, to the extent necessary to avoid adverse personal tax consequences the imposition of excise taxes or other penalties under Section 409A, and any ambiguities herein the payment of benefits, if any, scheduled to be paid by Acquiror to the Employee hereunder during the first six (6) month period following the date of his or her separation from service hereunder shall be interpreted accordinglypaid on the date which is the first business day following the six-month anniversary of the Employee's separation from service for any reason other than death, or sooner if and as permitted under Section 409A if the Employee dies before such six-month anniversary is reached. Any deferred compensation payments delayed in accordance with the terms of this paragraph shall be paid in a lump sum when paid.

Application of Section 409A. Notwithstanding anything set forth in this Agreement to the contrary hereincontrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the following provisions apply to meaning of the extent severance benefits provided herein are subject Treasury Regulations issued pursuant to Section 409A of the Code and (the regulations and other guidance thereunder and any state law “Section 409A Regulations”) shall be paid in connection with Officer’s termination of employment with the Company (or terms of similar effect (collectively “Section 409A”). Severance benefits shall not commence effect) unless and until Executive Officer has incurred a “separation from service” for purposes (within the meaning of the Section 409A. If Executive 409A Regulations) with the Company. Furthermore, to the extent that Officer is a “specified employee” within the meaning of 409A(a)(2)(B)(i) the Section 409A Regulations as of the Codedate of Officer’s separation from service, any installment payments no amount that constitutes a deferral of Disability Base Salary Payments pursuant to compensation that is not exempt under Code Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a 409A and which is payable on account of Officer’s separation from service shall be accelerated paid to Officer before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Officer’s separation from service or, if earlier, the date of Officer’s death following such separation from service. All such amounts that would, but for this section, become payable prior to the minimum extent necessary so that (a) Delayed Payment Date will be accumulated and paid on the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for Delayed Payment Date. For purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code at and the time Section 409A regulations, each installment payment hereunder shall be treated as a separate payment. The Company intends that income provided to Officer pursuant to this Agreement will not be subject to taxation under Section 409A of such separation the Code. Without in any way limiting the generality of the foregoing, the Company intends that (i) the portion of each of the Death/Disability Package described in Section 6(a)(i) and the Severance Package described in Section 6(c)(i) qualify for exemption from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) 409A of the Code because payments to Executive will either be payable pursuant to under the “short-term deferral” deferral rule set forth in of Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay rule of Treasury Regulation Section 1.409A-1(b)(9)(iii) to the maximum extent permitted thereunder and (ii) the portion of each of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to Death/Disability Package described in Section 6(a)(ii) and the Severance Package described in Section 6(c)(ii) qualify for an exemption from application the requirements of Section 409A or comply with its requirements to of the extent necessary to avoid adverse personal tax consequences Code under the medical benefits rule of Treasury Regulation Section 409A, and any ambiguities herein 1.409A-1(b)(9)(v)(B). The provisions of this Agreement shall be interpreted accordinglyand construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax, effect for income provided to Officer pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Officer, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Officer pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-l(b)(4) and l.409A-l(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-l(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. Notwithstanding anything set forth in this Agreement to the contrary hereincontrary, the following provisions apply to the extent severance any payments and benefits provided herein are subject pursuant to this Agreement which constitute "deferred compensation" within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive the Employee has incurred a “"separation from service” " (as such term is defined in the Treasury Regulation Section 1.409A-1 (h) ("Separation From Service"), unless the Company reasonably determines that such amounts may be provided to the Employee without causing the Employee to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-l(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 409A. If Executive is 1.409A 2(b)(2)(iii)), the Employee's right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a “right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon the Employee's Separation From Service set forth herein and/or under any other agreement with the Company constitute "deferred compensation" under Section 409A and the Employee is, on the Employee's Separation From Service, a "specified employee” within " of the meaning of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amountthen, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such terminationsolely, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, and any ambiguities herein the timing of the payments upon the Employee's Separation From Service shall be interpreted accordinglydelayed until the earlier to occur of: (a) the date that is six months and one day after the Employee's Separation From Service or (b) the date of the Employee's death (such applicable date, the "Specified Employee Initial Payment Date"). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay the Employee a lump sum amount equal to the sum of the payments upon the Employee's Separation From Service that the Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. If any severance benefits under this Agreement (including the salary and benefit continuation provided herein) are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which the Employee's Separation From Service occurs, then the latest permitted date on which such Release could become effective and irrevocable in accordance with its terms will be considered the Release Effective Date and the severance benefits shall commence on such date. None of the severance benefits (including the salary and benefit continuation provided herein) will commence or otherwise be delivered prior to the Release Effective Date. Except to the minimum extent that payments must be delayed because the Employee is a "specified employee" (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company's normal payroll practices and no interest will be due on any amounts so deferred.

Application of Section 409A. Notwithstanding anything Each payment under this Agreement is intended to be exempt from Section 409A or in compliance with Section 409A, and the contrary hereinprovisions of this Agreement will be administered, interpreted and construed accordingly. Without limiting the generality of the foregoing, the following provisions apply term “termination” of employment or any similar term used herein will be interpreted to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a mean “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i409A to the extent necessary to comply with Section 409A. In addition, notwithstanding any provision of this Agreement to the contrary, any payment that is subject to the six-month delay under Section 409A(a)(2)(B) of the Internal Revenue Code at for a “specified employee”, if applicable, shall not be paid or commence until the time earliest of: (i) the first day of the seventh month after your date of termination, (ii) the date of your death, or (iii) such separation from service the foregoing provision shall result in compliance earlier date as complies with the requirements of Section 409A(a)(2)(B)(i) 409A. Each payment hereunder subject to Section 409A shall be considered a separate payment for purposes thereof. All reimbursements or provision of the Code because payments to Executive will either be payable in-kind benefits pursuant to this Agreement shall be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv) such that the “shortreimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-term deferral” rule set forth kind benefits J Cage Employment Agreement Nov 2012 8 provided under this Agreement during your taxable year may not affect the amounts reimbursed or provided in Section 1.409A-1(b)(4) any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application last day of Section 409A or comply with its requirements to your taxable year following the extent necessary to avoid adverse personal tax consequences under Section 409Ataxable year in which the expense was incurred, and any ambiguities herein shall be interpreted accordinglythe right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit.

Application of Section 409A. Notwithstanding anything All payments provided under this Agreement are intended to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Code Section 409A, including but not limited to Treasury Regulation Section 1.409A-2(b)(2). (a) The cash severance payment provided under Section 2.2 shall be paid no later than March 15th of the Treasury Regulations and thus will be payable pursuant calendar year following the calendar year in which the Covered Termination occurs. It is the intention of the preceding sentence to apply the “short-term deferraldeferral rule” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) to such payments. If it is determined that the cash severance payments do not satisfy the requirements for exemption under Treasury Regulation Section 1.409A-1(b)(4), such payments are intended to be compliant with Treasury Regulation Sections 1.409A-3(a) and will be construed as such, and paid not later than the later of (x) December 31st of the year of the Covered Termination and (y) the 15th day of the third calendar month following the date of the Covered Termination. (b) Amounts paid pursuant to Section 2.3 (that is, continued health insurance premiums) are intended to be exempt from Code Section 409A pursuant to Treasury Regulations. It Regulation Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions of which are expressly incorporated by reference herein. (c) The continued life insurance benefit provided under Section 2.4 is intended to be exempt from Code Section 409A under Treasury Regulation Section 1.409A-1(b)(9)(v)(C) and (D), and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions of which are expressly incorporated by reference herein. (d) The outplacement assistance payments provided under Section 2.5 are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) and to the extent not so exempt, that it is paid in compliance with Code Section 409A under Treasury Regulation Section 1.409A-3(i)(1)(iv), the provisions of which are expressly incorporated by reference herein (with the amount of expenses eligible for reimbursement in a given calendar month equal to the monthly pro-rata amount of the total allowance). (e) Payments pursuant to Section 2.6 are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Sections 1.409A-1(b)(4), (5) and (6). (f) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his separation from service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments upon separation from service set forth herein and/or under any other agreement with the Company are 5. deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, such payments shall not be provided prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s separation from service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive or the applicable benefit carrier, and any ambiguities herein remaining payments due shall be interpreted accordinglypaid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments provided under this Agreement satisfy, to the contrary hereingreatest extent possible, the following exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A‑1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement and the payments and benefits to be provided hereunder are intended to, and will be construed and implemented so as to, comply in all respects with the applicable provisions apply of Code Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), any right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any other provision of this Agreement, to the extent severance that (i) one or more of the payments or benefits provided herein are received or to be received by you pursuant to this Agreement would constitute deferred compensation subject to Section 409A the requirements of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is , and (ii) you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Code Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code 409A at the time of Separation from Service, then to the extent delayed commencement of any portion of such separation from service the foregoing provision shall result payments or benefits is required in compliance with the requirements of order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the related adverse taxation under Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, such payments and benefits shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of Separation from Service, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation on you. Upon the first business day following the expiration of such applicable Code -4- Section 409A(a)(2)(B)(i) period, all payments and benefits deferred pursuant to this paragraph shall be paid in a lump sum to you, and any ambiguities herein remaining payments and benefits due shall be interpreted accordinglypaid as otherwise provided herein.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of service constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A- 2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (x) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (y) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.6(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. Notwithstanding anything (i) Executive will be deemed to have a termination of employment for purposes of determining the contrary herein, the following provisions apply to the extent severance benefits provided herein timing of any payments that are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has classified as deferred compensation only upon a “separation from service” for purposes within the meaning of Section 409A. 409A. (ii) If at the time of Executive’s separation from service, (a) Executive is a “specified employee” (within the meaning of 409A(a)(2)(B)(iSection 409A and using the methodology selected by the Employer) and (b) the Employer makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the Codepayment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Employer will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any installment payments of Disability Base Salary Payments amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (iii) To the extent Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by 409A as a separation from service result of any provision of this Agreement, such provision shall be accelerated deemed amended to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months to avoid application of such installment payments are paid no later than March 15 of tax and the calendar year following parties shall promptly execute any amendment reasonably necessary to implement this Section 15. Executive and the Employer agree to cooperate to make such termination, and (b) all amounts paid pursuant amendment to the foregoing clause (a) will constitute separate payments for purposes terms of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will this Agreement as may be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences the imposition of penalties and taxes under Section 409A; provided, however, that Executive agrees that any such amendment shall provide Executive with economically equivalent payments and benefits, and Executive agrees that any ambiguities herein such amendment will not materially increase the cost to, or liability of, the Employer with respect to any payment. (iv) For purposes of the this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.” Except as expressly provided herein, the terms and conditions of the Agreement shall remain in full force and effect and shall be interpreted accordinglybinding on the parties hereto until the expiration of the term of the Agreement. Effectiveness of this Amendment to the Agreement shall be conditioned upon approval by the Employer’s Boards of Directors (or the appropriate committees thereof), and this Amendment to the Employment Agreement shall become effective on the later of date of such approval and execution by both parties hereto.

Application of Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2l.409A- 2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4l.409A-l(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4l.409A­ l(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Section 409A. Notwithstanding anything 10 (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.10(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.2. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.10(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. (e) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. 11

Application of Section 409A. Notwithstanding anything It is intended that all of the severance payments payable under this Agreement satisfy ,to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4)and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. To the minimum extent necessary so that (a) the lesser of (y) the total cash any severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such terminationdeferred compensation under Section 409A, and (b) all amounts paid pursuant to are not otherwise exempt from the foregoing clause (a) will constitute separate payments for purposes application of Section 1.409A-2(b)(2) of 409A, then, if the Treasury Regulations period during which Executive may consider and thus sign the Release spans two calendar years, the severance payments will be payable pursuant to not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes “short-term deferraldeferred compensation” rule set forth in under Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that 409A and if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.7 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.7.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent severance benefits provided herein are subject to possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the regulations and other guidance thereunder and any state law contrary in this Agreement, if Executive is deemed by the Company at the time of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has her Separation from Service to be a “separation from servicespecified employee” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, and if any installment of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months any portion of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant is required to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is avoid a “specified employee” within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time related adverse taxation under Section 409A of the Code, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such separation earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from service Service that Executive would otherwise have received through the foregoing provision shall result Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in compliance accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule applicable payment schedules set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or above. No interest will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and due on any ambiguities herein shall be interpreted accordinglyamounts so deferred.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments provided under this Agreement satisfy, to the contrary hereingreatest extent possible, the following exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A‑1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement and the payments and benefits to be provided hereunder are intended to, and will be construed and implemented so as to, comply in all respects with the applicable provisions apply of Code Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), any right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any other provision of this Agreement, to the extent severance that (i) one or more of the payments or benefits provided herein are received or to be received by you pursuant to this Agreement would constitute deferred compensation subject to Section 409A the requirements of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If Executive is , and (ii) you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Code Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code 409A at the time of Separation from Service, then to the extent delayed commencement of any portion of such separation from service the foregoing provision shall result payments or benefits is required in compliance with the requirements of order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the related adverse taxation under Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, such payments and benefits shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of Separation from Service, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation on you. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits deferred pursuant to this paragraph shall be paid in a lump sum to you, and any ambiguities herein remaining payments and benefits due shall be interpreted accordinglypaid as otherwise provided herein.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, is exempt from the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or, if not so exempt, complies with Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has a under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from service” Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two (2) calendar years, the severance payments will not begin until the second (2nd) calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six (6) months and any ambiguities herein shall be interpreted accordinglyone (1) day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.9(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the compensation payable under this Agreement, to the contrary hereingreatest extent possible, either complies with the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”)) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. Severance benefits shall not commence until Executive has a “separation from service” For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the minimum extent necessary so required to comply with Section 409A, if the period during which Executive may consider and sign the Release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.10(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.1 and 6.2. No interest shall be interpreted accordinglydue on any amounts deferred pursuant to this Section 6.10(c). (d) To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. (e) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non- compliance with Section 409A.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits and payments under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations 1.409A‑1(b)(4), 1.409A‑1(b)(5) and 1.409A‑1(b)(9), and this Agreement will be construed to the greatest extent severance benefits provided herein are subject to possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the regulations and other guidance thereunder and any state law contrary in this Agreement, if Executive is deemed by the Company at the time of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has her Separation from Service to be a “separation from servicespecified employee” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, and if any installment of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months any portion of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant is required to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is avoid a “specified employee” within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code at and the time related adverse taxation under Section 409A of the Code, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such separation earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from service Service that Executive would otherwise have received through the foregoing provision shall result Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in compliance accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule applicable payment schedules set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or above. No interest will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and due on any ambiguities herein shall be interpreted accordinglyamounts so deferred.

Application of Section 409A. Notwithstanding anything (i) Each payment and benefit payable under the Agreement is intended to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has constitute a “separation from service” separate payment for purposes of Section 409A. 1.409A-2(b)(2) of the Treasury Regulations. (ii) If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) Section 409A of the CodeCode at the time of Executive’s separation from service, any installment payments of Disability Base Salary Deferred Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that otherwise are triggered by a separation from service shall be accelerated to payable within the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the earliest of such installment payments are paid no later than March 15 (x) the date six (6) months and one (1) day following the date of Executive’s separation from service, (y) the calendar year following such terminationdate of Executive’s death, and (bz) all amounts such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations Executive in a lump sum, and thus all other Deferred Payments will be payable pursuant in accordance with the payment schedule applicable to each payment or benefit. No interest shall be due on any amounts so deferred. (iii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(41.409A-1 (b)(4) of the Treasury Regulations or will not be constitute Deferred Payments for purposes of clause (ii) above. Any amount paid until at least 6 months after under this Agreement that qualifies as a payment made as a result of an involuntary separation from service. The severance benefits service pursuant to Section 1.409A-1 (b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (ii) above. (iv) Amounts paid pursuant to Section 2(b) (that is, continued health insurance premiums) are intended to qualify for an exemption be exempt from application Section 409A of the Code pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt or otherwise exempt, are intended to be paid in compliance with Treasury Regulations Section 1.409A-3(a)(1), the provisions of which are expressly incorporated into this Agreement by reference. (v) It is intended that all of the benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 409A or comply with its requirements of the Code so that none of the payments and benefits to be provided under the Agreement will be subject to the extent necessary to avoid adverse personal additional tax consequences imposed under Section 409A409A of the Code, and any ambiguities herein shall will be interpreted accordinglyto so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A of the Code.

Application of Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A‑1(b)(4) and 1.409A‑1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. If if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Code Section 1.409A-2(b)(2) 409A(a)(2)(B)(i), and if any of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule payments upon Separation from Service set forth in Section 1.409A-1(b)(4) herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of the Treasury Regulations. It any portion of such payments is intended that if Executive is required to avoid a “specified employee” within the meaning of prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid related adverse personal tax consequences taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any ambiguities herein shall amounts so deferred. To the extent that any severance payments or benefits payable to Executive pursuant to this Agreement are not otherwise exempt from the application of Code Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of severance will not be interpreted accordinglymade or begin until the later calendar year.

Application of Section 409A. The payments contemplated by this Agreement are intended to be exempt from, or to comply with the requirements of, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted with that intent. Notwithstanding the foregoing, the tax treatment of amounts payable and benefits provided under this Agreement is not warranted or guaranteed, and neither the Company nor any of its members, shareholders, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of this Agreement, including by reason of Section 409A or any similar State statute. In the event that payment of one or more of the benefits or payments hereunder would result in the imposition of any such taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer by reason of Section 409A or any similar State statute, the mechanism of delivery of such benefit or payment shall be modified to the extent permissible under Section 409A to eliminate such imposition (e.g. through the grant of a new fully-vested Stock Award and/or cash payment of equivalent value). Notwithstanding anything to the contrary hereinin this Agreement, if at the time Executive’s employment terminates, Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of Executive’s separation from service that would (but for this provision) be payable within six (6) months following provisions apply the date of such separation from service, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive’s death; except (A) to the extent severance of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits provided herein which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code. For purposes of this Agreement, with respect to payments that are subject to Section 409A and that are payable upon or with reference to Executive’s termination of the Code employment, all references to “termination of employment” and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits correlative phrases shall not commence until Executive has be construed to require a “separation from service” for purposes (as defined in Section 1.409A-1(h) of Section 409A. If Executive is a the Treasury regulations after giving effect to the presumptions contained therein), from the Company, and the term “specified employee” within means an individual determined by the meaning of 409A(a)(2)(B)(i) Company to be a specified employee of the Code, any Company under Treasury regulation Section 1.409A-1(i). 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 is to be treated as a right to a series of Disability Base Salary Payments pursuant to separate payments. To the extent required by Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service 409A, if the period for executing and not revoking the Release spans two taxable years, the Severance Benefit shall be accelerated to paid in the minimum extent necessary so that (a) the lesser of (y) the total cash severance second taxable year. Any tax gross up payment amount, or (z) six (6) months of such installment payments are paid hereunder shall be made no later than March 15 the end of the calendar year following such termination, and (b) all amounts paid pursuant the calendar year in which the related taxes are remitted to the foregoing clause (a) will constitute separate payments appropriate tax authorities, or at such other specified time or schedule that may be permitted under Treas. Reg. Section 1.409A-3(i)(1)(v). The amount of expenses eligible for purposes reimbursement, or in-kind benefits provided, during any calendar year ay not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year. The reimbursement of Section 1.409A-2(b)(2) an eligible expense must made on or before the last day of the Treasury Regulations and thus will be payable pursuant to calendar year following the “short-term deferral” rule set forth calendar year in Section 1.409A-1(b)(4) of which the Treasury Regulations. It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from serviceexpense was incurred. The severance right to reimbursement or in-kind benefits are intended is not subject to qualify liquidation or exchange for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyanother benefit.

Application of Section 409A. Notwithstanding anything In the event that (i) any benefit provided under Section 4(a)(i), (ii) cash severance benefit provided under Section 4(a)(ii)(1), (iii) the health continuation coverage provided under Section 4(a)(ii)(2), or (iv) the outplacement benefit provided under Section 4(a)(ii)(3), fails to satisfy the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to distribution requirement of Section 409A 409A(a)(2)(A) of the Code and as a result of the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes application of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments the payment of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service such benefit shall be accelerated to the minimum extent necessary so that the benefit is not subject to the provisions of Section 409A(a)(1) of the Code. (aThe payment schedule as revised after the application of the preceding sentence shall be referred to as the “Revised Payment Schedule.”) However, in the lesser event the payment of (ybenefits pursuant to the Revised Payment Schedule would be subject to Section 409A(a)(1) of the total cash severance Code, the payment amount, or (z) six (6) months of such installment payments benefits shall not be paid pursuant to the original payment schedule or Revised Payment Schedule and instead the payment of such benefits shall be delayed to the minimum extent necessary so that such benefits are paid no later than March 15 not subject to the provisions of Section 409A(a)(1) of the calendar year following such termination, and (b) all Code. The Plan Administrator may attach conditions to or adjust the amounts paid pursuant to this Section 6(b) to preserve, as closely as possible, the foregoing clause (a) will constitute separate economic consequences that would have applied in the absence of this Section 6(b); provided, however, that no such condition shall result in the payments for purposes of being subject to Section 1.409A-2(b)(2409A(a)(1) of the Treasury Regulations and thus will be payable Code. Payments pursuant to Section 4(a)(i) shall be paid, if at all, no later than five years after the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) consummation of the Treasury RegulationsChange in Control. No Eligible Employee shall have the right to receive payments pursuant to Section 4(a)(i) more than five years after the consummation of the Change in Control. It is intended the intention that if Executive is a “specified employee” within the meaning of payments hereunder shall be paid pursuant to Treasury Regulation Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result 1.409A-3(i)(5)(iv)(A). The Plan Administrator should interpret this Plan in compliance with the requirements of Section 409A(a)(2)(B)(i) 409A of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyCode.

Application of Section 409A. Notwithstanding anything (a) It is intended that all of the severance payments payable under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. Severance benefits shall not commence until Executive has No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments of Disability Base Salary Payments pursuant to Section 6.3(bunder this Agreement (whether severance payments or otherwise) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated treated as a right to the minimum extent necessary so that (a) the lesser receive a series of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 1.409A-2(b)(2) of the Treasury Regulations 409A and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of such separation Executive’s Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefits will be delayed as follows: on the earlier to occur of (a) the date that is six months and any ambiguities herein one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 5.5‎(a) and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section ‎5. No interest shall be interpreted accordingly.due on any amounts deferred pursuant to this Section 5.5‎(a). The preceding shall not be construed as a guarantee of any particular tax effect for Executive’s compensation and benefits and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Code Section 409A.

Application of Section 409A. Notwithstanding anything It is intended that all of the benefits provided under this Agreement satisfy, to the contrary hereingreatest extent possible, the following provisions apply to exemptions from the extent severance benefits provided herein are subject to application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(5), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. Severance To the extent not so exempt, this Agreement (and any definitions in this Agreement) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement will at all times be considered a separate and distinct payment. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (or under any other arrangement with Executive) that constitute “deferred compensation” shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation Separation from service” for purposes of Section 409A. Service. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) Company determines that any of the Code, payments or benefits upon a Separation from Service provided under this Agreement (or under any installment payments of Disability Base Salary Payments pursuant to other arrangement with Executive) constitute “deferred compensation” under Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, 409A and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a “specified employee” within of the meaning of Company (as defined in Section 409A(a)(2)(B)(i) of the Code Code) at the time of such separation his Separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of Executive’s Separation from Service, and (ii) the date of Executive’s death (the earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to Executive a lump sum amount equal to the sum of the payments upon Separation from Service that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this Section 7.11, and (B) begin paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any ambiguities herein shall be interpreted accordinglyamounts so deferred.

Application of Section 409A. Notwithstanding anything The Award is intended to be exempt from the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to requirements of Section 409A of the Code and as providing for payment in the regulations and other guidance thereunder and form of issuance of shares of Stock in settlement of any state law vested portion of similar effect (collectively “the Award within the period permitted by the short-term deferral period exemption available under Treasury Regulations Section 409A”1.409A-1(b)(4). Severance benefits shall To the extent the Award is not commence until Executive has a “separation exempt from service” for purposes the requirements of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) 409A of the Code, any installment payments the Award is intended to comply with the requirements of Disability Base Salary Payments pursuant Section 409A of the Code, and the following provisions shall apply. The Award is intended to comply with Section 6.3(b409A as providing for payment in the form of an issuance of shares in all cases upon the earliest of the following Section 409A permitted payment dates or events: (i) the same taxable year as the scheduled expiration date of the Performance Period, (ii) if the payment acceleration exemption permitted under Treasury Regulation 1.409A-3(j)(ix)(B) is available and elected, upon a Change in Control that is also a change in the ownership or Cash Compensation Amounts pursuant to effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Code Section 6.5(b409A(a)(2)(A)(iv) (a “409A CIC”), or 6.6(b(iii) that are triggered by upon a qualifying separation from service that occurs after a 409A CIC. Accordingly, the following provisions shall be accelerated apply and shall supersede anything to the minimum contrary set forth herein, in the Agreement and in the Plan to the extent necessary so that (a) an exemption from the lesser requirements of (y) the total cash severance payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 Section 409A of the calendar year following such termination, Code is not available and (b) all amounts paid pursuant as required for the Award to comply with the foregoing clause (a) will constitute separate payments for purposes requirements of Section 1.409A-2(b)(2) 409A of the Treasury Regulations and thus will be payable pursuant Code in order to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) avoid application of the Treasury Regulations. It is intended that if Executive is its adverse tax consequences to you: • If you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code at the time of such your separation from service, then to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, the shares will not be issued to you in connection with your separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after and 1 day following the date of your separation from service. The severance benefits are intended • In a Change in Control the Award must be assumed, continued or substituted by the surviving corporation or the acquiring corporation and any shares of Stock scheduled to qualify for be issued upon the scheduled expiration date of the Performance Period may not be earlier issued in settlement of any Change in Control Determined Units upon the Change in Control unless the Change in Control is a 409A CIC and an exemption from application is available and elected under Treasury Regulation 1.409A-3(j)(ix)(B) or such earlier issuance of the shares of Stock is otherwise permitted by Section 409A or comply with its requirements to of the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyCode.

Application of Section 409A. Notwithstanding anything (i) Each payment and benefit payable under the Agreement is intended to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has constitute a “separation from service” for purposes of Section 409A. If Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance separate payment amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4Regulations. (ii) of the Treasury Regulations. It is intended that if If Executive is a “"specified employee” " within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code at the time of such Executive's separation from service, any Deferred Payments that otherwise are payable within the first six (6) months following Executive's separation from service will become payable on the foregoing provision first payroll date that occurs on or after the earliest of (x) the date six (6) months and one (1) day following the date of Executive's separation from service, (y) the date of Executive's death, and (z) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, any payments delayed in accordance with this paragraph will be paid to the Executive in a lump sum, and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. No interest shall result in compliance with be due on any amounts so deferred. (iii) Any amount paid under this Agreement that satisfies the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive will either be payable pursuant to the “"short-term deferral” " rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be constitute Deferred Payments for purposes of clause (ii) above. (iv) Amounts paid until at least 6 months after separation from service. The severance benefits pursuant to Section 3(iv) (that is, continued health insurance premiums) are intended to qualify for an exemption be exempt from application Section 409A of the Code pursuant to Treasury Regulations Section 1.409A-1(b)(9)(v)(B) and to the extent not so exempt or otherwise exempt, are intended to be paid in compliance with Treasury Regulations Section 1.409A-3(a)(1), the provisions of which are expressly incorporated into this Agreement by reference. (v) It is intended that all of the benefits and payments under this Agreement comply with, or be exempt from, the requirements of Section 409A or comply with its requirements of the Code so that none of the payments and benefits to be provided under the Agreement will be subject to the extent necessary to avoid adverse personal additional tax consequences imposed under Section 409A409A of the Code, and any ambiguities herein shall will be interpreted accordinglyto so comply or be exempt. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A of the Code.