Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits 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 benefit payments shall 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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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. All benefits under (a) Notwithstanding anything set forth in this Agreement are intended to qualify for an exemption from application the contrary, any payments and benefits provided 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 (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also 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 Executive without causing the Executive to incur the additional 20% tax under Section 409A. 409A. (b) It is intended that each installment of the severance benefit benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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 solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefit payments shall 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, Service or (ii) the date of the Executive’s death. If all death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or any portion the successor entity thereto, as applicable) shall (A) pay Executive a lump sum amount equal to the sum of any amounts payable the severance benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to Executive is deferred to comply with Section 409A this section and (B) commence paying the balance of the severance benefits in accordance with the foregoing, such payments shall accrue interest at the six applicable payment schedules set forth in this Agreement. (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (ic) 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive 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. 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. All (a) If any compensation or benefits under provided by this Agreement are intended to qualify for an exemption from may result in the application of Section 409A of the Code and Code, the regulations and other guidance thereunder and any state law Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of such Section 409A shall not commence in connection or (ii) comply with the Executive’s termination provisions of employment unless Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and until to make such modifications, in each case, without any diminution in the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless value of the Company reasonably determines that such amounts may be provided payments to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for Executive. (b) Anything in this Agreement is to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubtsubsidiary, it is intended that payments any of the severance benefits set forth in this Agreement satisfy, to Company’s stock is publicly traded on an established securities market or otherwise (within the greatest extent possible, the exemptions from the application meaning of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), 1.409A-1(b)(5(B) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of service, is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the Company or any successor entity theretopayments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii), as and (D) such term delay is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary required to avoid the incurrence imposition of the adverse personal tax consequences under set forth in Section 409A409A(a)(1), as a result of such termination, the timing Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the severance benefit payments application of Section 409A(2)(B)(i), then no such payment shall be delayed until the earlier payable prior to occur of: (i) the date that is the earliest of (1) six (6) months and one day after the Executive’s Separation From Servicetermination date, (2) the Executive’s death or (ii3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the Executive’s deathinitial payment). If all or In particular, with respect to any portion lump sum payment otherwise required hereunder, in the event of any amounts payable delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive is shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred to comply with compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the foregoing, such payments shall accrue interest at the six procedures specified herein. (6)-month Libor rate, and, on e) Any provisions of this Agreement or before the date of the Executive’s Separation From Serviceany other compensation plan notwithstanding, the Company shall make an irrevocable contribution of the amount deferred have no right to comply with Section 409A to a grantor trust established by the Company prior accelerate any such payment hereunder or thereunder except to the Change in Control consistent with the terms extent permitted under Section 409A. (f) For purposes of Rev. Proc. 92-64Section 409A, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date that is six months and one day each payment made after the Executive’s Separation From Service, or (ii) the date termination of the Executive’s death. Such grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and feesemployment, including legal and trustee feesCOBRA continuation reimbursement payments, of establishing and maintaining such trust. None of the severance benefits will be paid considered one of a series of separate payments. (g) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or otherwise delivered prior to benefits upon or following a termination of employment unless such termination is also a “separation from service” within the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that Executive is entitled to be reimbursed under this Agreement that may be treated as taxable compensation will be reimbursed to Executive as promptly as practical and in any event not later than sixty (60) days after the Release could become effective in the calendar year following end of the calendar year in which Executive’s Separation From Service occurs, the Release expenses are incurred; provided that Executive shall have provided a reimbursement request to the Company no later than thirty (30) days prior to the date the reimbursement is due. The amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, except as may be deemed effective any earlier than required pursuant to an arrangement providing for the Release Deadline. Except reimbursement of expenses referred to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness in Section 105(b) of the Release, all amounts will Code. (i) The Company shall not be paid as soon as practicable obligated to reimburse Executive for any tax penalty or interest or provide a gross-up in accordance connection with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application any tax liability of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences Executive under Section 409A, and any ambiguities herein shall be interpreted accordingly.409A.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning are payable upon termination of Section 409A employment shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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 benefit Severance Benefit payments shall 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, Service or (ii) the date of the Executive’s death. If all death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (A) pay to Executive is deferred a lump sum amount equal to comply with the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section 409A and (B) commence paying the balance of the Severance Benefits in accordance with the foregoing, such applicable payment schedules set forth in this Agreement. Except to the extent that payments shall accrue interest at may be delayed until the six (6)-month Libor rate, andSpecified Employee Initial Payment Date pursuant to the preceding paragraph, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to first regular payroll pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to following the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A Release and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occursWaiver, the Release Company will not be deemed effective any earlier than pay Executive the Release Deadline. Except Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the minimum extent that payments must be delayed because Executive is a “specified employee” or until delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable in accordance with the Company’s normal subject to standard payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, taxes and any ambiguities herein shall be interpreted accordinglydeductions.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six [ ] months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, the “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with the sum of the payments and benefits that 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 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All benefits under The payments contemplated by this Agreement are intended to qualify for an exemption from application of be exempt from, or to comply with the requirements of, Section 409A of the Internal Revenue Code and of 1986, as amended (the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A"Code"), and any ambiguities herein this Agreement shall be interpreted accordinglywith 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 Companies, nor any of their respective 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 set forth hereinin this Agreement, if at the time Executive's employment terminates, Executive is a "specified employee," as defined below, any severance benefits 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 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 of amounts that do not constitute “deferred compensation” 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 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 shall not commence in connection of the Code. For purposes of this Agreement, with the respect to payments that are subject to Section 409A and that are payment upon or with reference to Executive’s 's termination of employment unless employment, all references to "termination of employment" and until the Executive has also incurred correlative phrases shall be construed to require a “"separation from service” " (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”of the Treasury regulations after giving effect to the presumptions contained therein), unless from the Company, and the term "specified employee" means an individual determined by the Company reasonably determines that such amounts may to be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment a specified employee of the severance benefit 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 provided for in under this Agreement is to be treated as a right to a series of separate “payment” for purposes of Treasury Regulation payments. To the extent required by Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However409A, if the Company (or, if applicableperiod for executing and not revoking the Release spans two taxable years, the successor entity thereto) determines that the severance benefits 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 benefit payments Severance Benefit shall be delayed until paid in the earlier to occur of: (i) second taxable year. Any tax gross up payment hereunder shall be made no later than the date that is six months and one day after the Executive’s Separation From Service, or (ii) the date end of the Executive’s death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except related taxes are remitted to the minimum extent appropriate tax authorities, or at such other specified time or schedule that payments must may be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practicespermitted under Treas. The severance benefits are intended to qualify for an exemption from application of Reg. 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. All benefits under The parties intend that this Agreement are intended to qualify for an exemption from and the payments and benefits provided hereunder will comply with, or be exempt from, the application 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, “Section 409A”) or to comply with its requirements ), and all provisions of this Agreement will be construed, to the maximum extent necessary possible, in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. To the extent any payment hereunder due upon the occurrence of your termination of employment constitutes deferred compensation that is subject to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to is not otherwise exempt from complying with the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning provisions of Section 409A shall 409A, then such payment(s) will not commence in connection with the Executive’s termination of employment unless and until the Executive has you have also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless . If the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute any payment hereunder constitutes “deferred compensation” under Section 409A and the Executive isyou are, on the termination of serviceyour employment, 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 Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefit payments shall such payment 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 Serviceyour separation from service, or (ii) the date of the Executive’s death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, your death (such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Serviceapplicable date, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64“Specified Employee Initial Payment Date”), 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs(or the successor entity thereto, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None as applicable) will (A) pay to you a lump sum amount equal to the sum of the severance benefits will be paid or payments that you would otherwise delivered prior to have received through the effective date Specified Employee Initial Payment Date if the commencement of the Releasepayment of the payments had not been so delayed pursuant to this Section 6. If the severance benefits are not covered by one or more exemptions from the application Each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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. All (a) It is intended that all of the severance benefits and other payments under this Agreement are intended satisfy, to qualify for an exemption the greatest extent possible, one or more exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or 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 its the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall this Agreement will be interpreted accordingly. Notwithstanding anything to the contrary set forth hereinconstrued in a manner consistent with such intention, any incorporating by reference all required definitions and payment terms. (b) No severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the payments will be made under this Agreement unless Executive’s termination of employment unless and until the Executive has also incurred constitutes a “separation 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 the Executive without causing the Executive to incur the additional 20% tax under Section 409A. . It is intended that (i) each installment of the severance benefit payments provided for in any benefits payable under this Agreement is to Executive be regarded as a separate “payment” for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that (ii) all payments of the severance any such benefits set forth in under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-1(b)(9)(iii). However, 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 (or, if applicableand becomes effective, the successor entity theretoSeparation 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 the Company determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and the if Executive is, on the termination of service, is a “specified employee” of the Company or any successor entity theretoCompany, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s Separation from 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 benefit payments shall will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after the Executive’s Separation From from Service, or and (iib) the date of the 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. If all or any portion of No interest shall be due on any amounts payable deferred pursuant to Executive is deferred this Section 6.6(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 in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred and makes no undertaking to comply with preclude Section 409A from applying to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay any such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglypayment.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive him to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments Severance or Change of Control Severance provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments the Severance and Change of the severance benefits Control Severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of any 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 payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoingapplicable payment schedules set forth in this Agreement. The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, such payments (b) the expenses paid or reimbursed by the Company in one calendar year shall accrue interest at not affect the six expenses paid or reimbursed in another calendar year, and (6)-month Libor ratec) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, and, provided that all expenses will be reimbursed on or before the date last day of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglyexpense was incurred.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments all of the severance benefits set forth in and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Internal Revenue Code Section 409A provided under Treasury Regulation Sections 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 applicable. HoweverFor purposes of Section 409A (including, if without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), the 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 Employee is deemed by the Company (or, if applicable, at the successor entity thereto) determines that the severance benefits constitute time of his “deferred compensationseparation from service” under Section 409A and the Executive is, on the termination of service, to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon “separation from service” set forth herein and/or under any other agreement with the Company or are deemed to be “deferred compensation,” then to the extent delayed commencement of any successor entity thereto, as portion of such term payments is defined in required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code, then, solely to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the severance benefit such payments shall not be delayed until provided to the earlier Employee prior to occur of: the earliest of (i) the expiration of the six-month period measured from the date that is six months and one day after of the ExecutiveEmployee’s Separation From Service“separation from service” with the Company, or (ii) the date of the Executive’s death. If all his or any portion of any amounts payable to Executive is deferred to comply with her 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 Section 409A(a)(2)(B)(i) period, all payments delayed pursuant to this paragraph shall be paid in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior lump sum to the Change in Control consistent with the terms of Rev. Proc. 92-64Employee, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust any remaining payments due shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable otherwise provided herein or in accordance with the Company’s normal payroll practicesapplicable agreement. 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 No interest shall be interpreted accordinglydue on any amounts so deferred.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the Executive Employee has also incurred a “separation 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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 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. All (a) Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning 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 “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive him to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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)(5409A. (b) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the any severance benefits 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 benefit payments shall 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 deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (A) pay to Executive is deferred a lump sum amount equal to comply with the sum of the severance payments that 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 409A and (B) commence paying the balance of the severance pay in accordance with the foregoingapplicable payment schedules set forth in this Agreement. (c) To the extent that any cash payment for which the Company or its successor may become obligated to pay under Section 2.6(c)(iii) above is deferred compensation for purposes of Section 409A, such payments then the definition of Change of Control for purposes of triggering a payment to Executive under that provision shall accrue interest at be limited to those events that constitute “change in control events” as specified in Treasury Regulation 1.409A-3 if necessary to avoid the six imposition of the additional 20% tax under section 409A. (6)-month Libor rated) The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, and(b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall 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 date last day of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglyexpense was incurred.

Application of Section 409A. All (a) Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation 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 the Executive without causing the Executive him to incur the additional 20% tax under Section 409A. It is intended that each installment 409A. (b) For purposes of the severance benefit payments provided for in this Agreement is a separate “payment” Section 409A (including, without limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i1.409A-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 payment under this Agreement will at all times be considered a separate and distinct payment. For the avoidance of doubt, it is intended that payments all of the severance 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. HoweverTo the extent not so exempt, if 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. (c) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits upon a Separation from Service provided under this Agreement (or under any other arrangement with Executive) constitute “deferred compensation” under Section 409A and the Executive is, on at the termination time of servicehis Separation from 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From from Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of any the payments and benefits upon Separation from Service that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue applicable payment schedules set forth in this Agreement. No interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective due on any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglyso deferred.

Application of Section 409A. All (a) If any compensation or benefits under provided by this Agreement are intended to qualify for an exemption from may result in the application of Section 409A of the Code and Code, the regulations and other guidance thereunder and any state law Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of such Section 409A shall not commence in connection or (ii) comply with the Executive’s termination provisions of employment unless Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and until to make such modifications, in each case, without any diminution in the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless value of the Company reasonably determines that such amounts may be provided payments to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for Executive. (b) Anything in this Agreement is to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubtsubsidiary, it is intended that payments any of the severance benefits set forth in this Agreement satisfy, to Company’s stock is publicly traded on an established securities market or otherwise (within the greatest extent possible, the exemptions from the application meaning of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), 1.409A-1(b)(5(B) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of service, is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the Company or any successor entity theretopayments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii), as and (D) such term delay is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary required to avoid the incurrence imposition of the adverse personal tax consequences under set forth in Section 409A409A(a)(1), as a result of such termination, the timing Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the severance benefit payments application of Section 409A(2)(B)(i), then no such payment shall be delayed until the earlier payable prior to occur of: (i) the date that is the earliest of (1) six (6) months and one day after the Executive’s Separation From Servicetermination date, (2) the Executive’s death or (ii3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the Executive’s deathinitial payment). If all or In particular, with respect to any portion lump sum payment otherwise required hereunder, in the event of any amounts payable delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive is shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred to comply with compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the foregoing, such payments shall accrue interest at the six procedures specified herein. (6)-month Libor rate, and, on e) Any provisions of this Agreement or before the date of the Executive’s Separation From Serviceany other compensation plan notwithstanding, the Company shall make an irrevocable contribution of the amount deferred have no right to comply with Section 409A to a grantor trust established by the Company prior accelerate any such payment hereunder or thereunder except to the Change in Control consistent with the terms extent permitted under Section 409A. (f) For purposes of Rev. Proc. 92-64Section 409A, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date that is six months and one day each payment made after the Executive’s Separation From Service, or (ii) the date termination of the Executive’s death. Such grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and feesemployment, including legal and trustee feesCOBRA continuation reimbursement payments, of establishing and maintaining such trust. None of the severance benefits will be paid considered one of a series of separate payments. (g) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or otherwise delivered prior to benefits upon or following a termination of employment unless such termination is also a “separation from service” within the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that Executive is entitled to be reimbursed under this Agreement that may be treated as taxable compensation, will be reimbursed to Executive as promptly as practical and in any event not later than sixty (60) days after the Release could become effective in the calendar year following end of the calendar year in which Executive’s Separation From Service occurs, the Release expenses are incurred; provided that Executive shall have provided a reimbursement request to the Company no later than thirty (30) days prior to the date the reimbursement is due. The amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, except as may be deemed effective any earlier than required pursuant to an arrangement providing for the Release Deadline. Except reimbursement of expenses referred to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness in Section 105(b) of the Release, all amounts will Code. (i) The Company shall not be paid as soon as practicable obligated to reimburse Executive for any tax penalty or interest or provide a gross-up in accordance connection with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application any tax liability of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences Executive under Section 409A, and any ambiguities herein shall be interpreted accordingly.409A.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”’’) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), Service unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with the sum of the payments and benefits that 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 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits 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 benefit payments shall 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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 268894125 v4 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. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation 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 the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From from Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Executive Initial Payment Date”). If all On the Specified Executive Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with Section 409A the sum of the payments and benefits that Executive would otherwise have received through the Specified Executive 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 foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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 Executive 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. All benefits It is intended that all of the severance payments payable under this Agreement are intended satisfy, to qualify for an exemption the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“collectively, "Section 409A”'') or to comply provided under Treasury Regulations Sections l .409A-l(b)(4) and 1.409A-l(b)(9), and this Agreement will be construed in a manner that complies with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall incorporates by reference all required definitions and 8. payment terms. No severance payments will be interpreted accordinglymade under this Agreement unless Executive's termination of employment constitutes a "separation from service" (as defined under Treasury Regulation Section l.409A-l (h)). Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning For purposes of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”)including, unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(il.409A-2(b)(2)(iii). For the avoidance of doubt), it is intended that Executive's right to receive any installment payments of the severance benefits set forth in under this Agreement satisfy(whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, to the greatest extent possibleaccordingly, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) each installment payment hereunder shall at all times be considered a separate and 1.409A-1(b)(9)distinct payment. However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “provided under this Agreement constitutes "deferred compensation” " under Section 409A and the if Executive is, on the termination of service, is a “"specified employee” " of the Company or any successor entity theretoCompany, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive's Separation from 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 benefit payments shall Severance will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after the Executive’s 's Separation From from Service, or and (iib) the date of Executive's death (such earlier date, the Executive’s death. If all or any portion of any amounts payable ''Delayed Initial Payment Date''), the Company will (i) pay to Executive is deferred a lump sum amount equal to comply with 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 409A 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the foregoing, such payments shall accrue applicable payment schedule set forth in Section 6. No interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglydue on any amounts deferred pursuant to this Section 6.8.

Application of Section 409A. All It is intended that each installment of payments and benefits under provided for in this Agreement are intended to qualify is a separate “payment” for an exemption purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent permissible, the payments and benefits set forth in this Agreement will be administered in a manner that is consistent with the exceptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or to comply with its requirements ), including but not limited to the extent necessary to avoid adverse personal tax consequences exceptions under Section 409ATreasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and any ambiguities herein shall 1.409A-1(b)(9), and this Agreement will be interpreted accordingly. Notwithstanding anything construed in accordance therewith to the contrary set forth herein, maximum extent permitted by law. To the extent any severance payments and benefits that provided under this Agreement are not so exempt and constitute “deferred compensation” within the meaning of Section 409A, this Agreement will be construed in a manner that is compliant with Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i)maximum extent permitted by law. For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive If Employee is, on the termination of servicehis Separation from 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 benefit payments and delivery of the benefits that become due on such a Separation from Service shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From from Service, or (iib) the date of Employee’s death or (c) such earlier date as is permitted under Section 409A (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable to Executive is deferred to comply had not been so delayed for compliance with Section 409A and (ii) commence paying the balance of the payments and benefits thereafter in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All (i) Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. 409A. (ii) Any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 11(d)(iv) below. Except as required by Section 11(d)(iv), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance and other payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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(13)(9). (iv) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with the sum of the payments and benefits that 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 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six applicable payment schedules set forth in this Agreement. (6)-month Libor rate, and, on v) The foregoing provisions are intended to be exempt from or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with the requirements of Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date so that is six months and one day after the Executive’s Separation From Service, or (ii) the date of the Executive’s death. Such grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None none of the severance payments and benefits to be provided hereunder will be paid or otherwise delivered prior subject to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 or ambiguous terms herein shall will be interpreted accordingly.to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this 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.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits 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 benefit payments shall 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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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.such

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with the sum of the payments and benefits that 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 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All benefits It is intended that all of the severance payments payable under this Agreement are intended satisfy, to qualify for an exemption the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or to comply provided under Treasury Regulations Sections l.409A-l(b)(4) and l.409A-l(b)(9), and this Agreement will be construed in a manner that complies with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall incorporates by reference all required definitions and payment terms. No severance payments will be interpreted accordingly. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the made under this Agreement unless Executive’s termination of employment unless and until the Executive has also incurred constitutes a “separation from service” (as such term is defined in under Treasury Regulation Section 1.409A-1(hl.409A-l(h)) ). For purposes of Section 409A (“Separation From Service”)including, unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(il.409A-2(b)(2)(iii). For the avoidance of doubt), it is intended that Executive’s right to receive any installment payments of the severance benefits set forth in under this Agreement satisfy(whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, to the greatest extent possibleaccordingly, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) each installment payment hereunder shall at all times be considered a separate and 1.409A-1(b)(9)distinct payment. However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and the if Executive is, on the termination of service, is a “specified employee” of the Company or any successor entity theretoCompany, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s Separation from 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 benefit payments shall Severance will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after the Executive’s Separation From from Service, or and (iib) the date of the Executive’s death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with death (such earlier date, the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service“Delayed Initial Payment Date”), the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: will (i) pay to Executive a lump sum amount equal to 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None sum of the severance benefits will be paid or that Executive would otherwise delivered prior to have received through the effective date Delayed Initial Payment Date if the commencement of the Release. If payment of the severance benefits are had not covered by one or more exemptions from been delayed pursuant to this Section 6.8 and (ii) commence paying the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness balance of the Release, all amounts will be paid as soon as practicable severance benefits in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.the

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the Executive Employee has also incurred a “separation 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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 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. All benefits under 8.6.1 Notwithstanding anything set forth in this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth hereincontrary, any severance payments and benefits that provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation within the meaning of Section 1.409A-1(h)) 409A (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. 409A. 8.6.2 It is intended that each installment of the severance benefit benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). 409A. For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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 Code409A, then, solely solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefit payments shall 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, Service or (ii) the date of the Executive’s death. If all death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or any portion the successor entity thereto, as applicable) shall (A) pay Executive a lump sum amount equal to the sum of any amounts payable the severance benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to Executive is deferred to comply with Section 409A this section and (B) commence paying the balance of the severance benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. this Agreement. 8.6.3 Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release(as described above), all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to To the extent necessary to avoid adverse personal tax consequences under required by Section 409A, and any ambiguities herein each reimbursement or in-kind benefit provided under the Agreement shall be interpreted accordinglyprovided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning are payable upon termination of Section 409A employment shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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 benefit Severance Benefit payments shall 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, Service or (ii) the date of the Executive’s death. If all death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (A) pay to Executive is deferred a lump sum amount equal to comply with the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section 409A and (B) commence paying the balance of the Severance Benefits in accordance with the foregoing, such applicable payment schedules set forth in this Agreement. Except to the extent that payments shall accrue interest at may be delayed until the six (6)-month Libor rate, andSpecified Employee Initial Payment Date pursuant to the preceding paragraph, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to first regular payroll pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to following the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A Release and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occursWaiver, the Release Company will not be deemed effective any earlier than pay Executive the Release Deadline. Except Severance Benefits that Executive would otherwise have received under the Agreement on or prior to such date but for the minimum extent that payments must be delayed because Executive is a “specified employee” or until delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable in accordance with the Company’s normal subject to standard payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, taxes and any ambiguities herein shall be interpreted accordinglydeductions.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits 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 benefit payments shall 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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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.any

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. . It is intended that each installment of the severance benefit Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits, or a portion thereof, constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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 imposition of the adverse personal any additional tax consequences or income recognition under Section 409A, the timing of the severance benefit payments shall 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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions actual payment to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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.the

Application of Section 409A. All (a) Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning 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 “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive him to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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)(5409A. (b) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the any severance benefits 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 benefit payments shall 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 deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (A) pay to Executive is deferred a lump sum amount equal to comply with the sum of the severance payments that 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 409A and (B) commence paying the balance of the severance pay in accordance with the foregoingapplicable payment schedules set forth in this Agreement. (c) To the extent that any cash payment for which the Company or its successor may become obligated to pay under Section 2.6(c)(iii) above is deferred compensation for purposes of Section 409A, such payments then the definition of Change of Control for purposes of triggering a payment to Executive under that provision shall accrue interest at be limited to those events that constitute “change in control events” as specified in Treasury Regulation 1.409A-3 if necessary to avoid the six imposition of the additional 20% tax under section 409A. (6)-month Libor rated) The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, and(b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall 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 date last day of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglyexpense was incurred.”

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits 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 benefit payments shall 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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment all of the severance benefit benefits and payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits set forth in under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 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. HoweverIf 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 contrary in this Agreement, if Executive is deemed by the Company (or, if applicable, at the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination time of service, his Separation from Service to be a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, thenand if any 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”, solely to the extent necessary then if delayed commencement of any portion of such payments is required to avoid the incurrence a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse personal tax consequences taxation under Section 409A409A of the Code, the timing of the severance benefit payments shall upon a Separation from Service will be delayed until as follows: on the earlier to occur of: 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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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.DocuSign Envelope ID: 7F317743-203A-4AD2-A896-A70F76162A1E

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application of Section 409A that constitute “deferred compensation” within the meaning of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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)(91.409A- 1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of the Executive’s death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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.Employee’s

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning of Section 409A of the Code Code, and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive him to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits any 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 benefit payments shall 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 deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (A) pay to Executive is deferred a lump sum amount equal to comply with 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 409A and (B) commence paying the balance of the severance pay in accordance with the foregoingapplicable payment schedules set forth in this Agreement. The Company’s obligations to make any reimbursements or provide in-kind benefits to the Executive shall 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, such payments (b) the expenses paid or reimbursed by the Company in one calendar year shall accrue interest at not affect the six expenses paid or reimbursed in another calendar year, and (6)-month Libor ratec) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, and, provided that all expenses will be reimbursed on or before the date last day of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglyexpense was incurred.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, the “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the will Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with the sum of the payments and benefits that 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 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if 7 If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with the sum of the payments and benefits that 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 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”i) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that all payments of the severance benefits set forth in under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However) of the Treasury Regulations. (ii) Notwithstanding anything to the contrary set forth herein, if any payments and benefits provided under this Agreement that the Company (or, if applicable, the successor entity thereto) reasonably determines that the severance benefits constitute “deferred compensation” within the meaning of Section 409A of the Code and the Treasury Regulations and other guidance thereunder and any state law of similar effect (collectively, the “Deferred Severance Benefits”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional tax under Section 409A and 409A(a)(1)(B)(i)(II) of the Code. It is intended that each installment of any Deferred Severance Benefits is a separate “payment” for purposes of Section 1.409A-2(b)(2)(i) of the Treasury Regulations. (iii) If the Company reasonably determines that 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 409A409A of the Code, the timing of the severance benefit Deferred Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one calendar day after the Executive’s Separation From Service“separation from service” (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations), or (ii) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). (iv) In the event that the period during which Executive may review or revoke the Release extends across two calendar years, any Deferred Severance Benefits shall not be payable until the first day of the latter calendar year (the “Release Period Payment Date”). If all In the event that any payments are delayed to a Specified Employee Initial Payment Date or any portion of any amounts payable a Release Period Payment Date, the Company shall (A) pay to Executive is deferred a lump sum amount equal to comply with the sum of the Deferred Severance Benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date or Release Period Payment Date, as applicable, if the commencement of the payment of the Deferred Severance Benefits had not been so delayed pursuant to Section 409A 4(b)(iii)-(iv) and (B) immediately thereafter commence paying the balance of the Deferred Severance Benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, to the extent that any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A), such payments and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the Executive Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) , without reference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result such amounts may be provided to the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) l.409A-1(b)(5), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of the ExecutiveEmployee’s death. If all death or any portion of any amounts payable to Executive (c) such earlier date as is deferred to comply with permitted under Section 409A (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 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 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 foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All (a) If any compensation or benefits under provided by this Agreement are intended to qualify for an exemption from may result in the application of Section 409A of the Code and Code, the regulations and other guidance thereunder and any state law Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of such Section 409A shall not commence or (ii) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in connection with each case, without any diminution in the value of the payments to the Executive. (b) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of service, a “specified employee” of with the Company or a subsidiary, any successor entity thereto, as such term of the Company’s stock is defined in publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then(B) the Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, solely (C) the payments exceed the amounts permitted to the extent necessary be paid pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii), and (D) such delay is required to avoid the incurrence imposition of the adverse personal tax consequences under set forth in Section 409A409A(a)(1) of the Code, as a result of such termination, the timing Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the severance benefit payments Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be delayed until the earlier payable prior to occur of: (i) the date that is the earliest of (1) six (6) months and one day after the Executive’s Separation From Servicetermination date, (2) the Executive’s death or (ii3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the Executive’s deathinitial payment). If all or In particular, with respect to any portion lump sum payment otherwise required hereunder, in the event of any amounts payable delay in the payment date as a result of Sections 409A(a)(2)(A)(i) and (B)(i) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive is shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred to comply with compensation under the Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the foregoing, such payments shall accrue interest at the six procedures specified herein. (6)-month Libor rate, and, on e) Any provisions of this Agreement or before the date of the Executive’s Separation From Serviceany other compensation plan notwithstanding, the Company shall make an irrevocable contribution of the amount deferred have no right to comply with Section 409A to a grantor trust established by the Company prior accelerate any such payment hereunder or thereunder except to the Change in Control consistent with the terms extent permitted under Section 409A. (f) For purposes of Rev. Proc. 92-64Section 409A, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date that is six months and one day each payment made after the Executive’s Separation From Service, or (ii) the date termination of the Executive’s death. Such grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and feesemployment, including legal and trustee feesCOBRA continuation reimbursement payments, of establishing and maintaining such trust. None of the severance benefits will be paid considered one of a series of separate payments. (g) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or otherwise delivered prior to benefits upon or following a termination of employment unless such termination is also a “separation from service” within the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that the Executive is entitled to be reimbursed under this Agreement that may be treated as taxable compensation, will be reimbursed to the Executive as promptly as practical and in any event not later than sixty (60) days after the Release could become effective in the calendar year following end of the calendar year in which Executive’s Separation From Service occurs, the Release expenses are incurred; provided that the Executive shall have provided a reimbursement request to the Company no later than thirty (30) days prior to the date the reimbursement is due. The amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, except as may be deemed effective any earlier than required pursuant to an arrangement providing for the Release Deadline. Except reimbursement of expenses referred to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness in Section 105(b) of the Release, all amounts will Code. (i) The Company shall not be paid as soon as practicable obligated to reimburse the Executive for any tax penalty or interest or provide a gross-up in accordance connection with any tax liability of the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences Executive under Section 409A, and any ambiguities herein shall be interpreted accordingly.409A.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, to the extent that any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A), such payments and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the Executive Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) , without reference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result such amounts may be provided to the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of the ExecutiveEmployee’s death. If all death or any portion of any amounts payable to Executive (c) such earlier date as is deferred to comply with permitted under Section 409A (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 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 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 foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: following requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning of Section 409A of the Code Code, and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive him to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits any 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 benefit payments shall 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 deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (A) pay to Executive is deferred a lump sum amount equal to comply with the sum of the severance payments that 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 409A and (B) commence paying the balance of the severance pay in accordance with the foregoingapplicable payment schedules set forth in this Agreement. The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, such payments (b) the expenses paid or reimbursed by the Company in one calendar year shall accrue interest at not affect the six expenses paid or reimbursed in another calendar year, and (6)-month Libor ratec) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, and, provided that all expenses will be reimbursed on or before the date last day of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglyexpense was incurred.

Application of Section 409A. All benefits under (a) Notwithstanding anything set forth in this Agreement are intended to qualify for an exemption from application the contrary, any payments and benefits provided 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 (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)1.409A--1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. 409A. (b) It is intended that each installment of the severance benefit benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A--2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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)(41.409A--1(b)(4), 1.409A-1(b)(51.409A--1(b)(5) and 1.409A-1(b)(91.409A--1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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 solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefit payments shall 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, Service or (ii) the date of the Executive’s death. If all death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or any portion the successor entity thereto, as applicable) shall (A) pay Executive a lump sum amount equal to the sum of any amounts payable the severance benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to Executive is deferred to comply with Section 409A this section and (B) commence paying the balance of the severance benefits in accordance with the foregoing, such payments shall accrue interest at the six applicable payment schedules set forth in this Agreement. (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (ic) 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive 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. 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. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six [ ] months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.197298351 v1

Application of Section 409A. All Notwithstanding anything to the contrary in this Agreement, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company Employer reasonably determines that such amounts may be provided to the Executive Employee without causing the Executive Employee to incur the additional twenty percent (20% %) tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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)(91.409A-1(b)(5). However, if the Company If Employer (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of service, a “specified employee” of the Company Employer 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 benefit payments and benefits shall be delayed until the earlier to occur of: (i) the date that is six (6) months and one day after the Executive’s Separation From Service, or (ii) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, Employer (or any portion of any amounts payable the successor entity thereto, as applicable) shall (x) pay to Executive is deferred a lump sum amount equal to comply with Section 409A the sum of the payments and benefits that 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 Paragraph 7 and (y) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), including but not limited to the exceptions 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 in accordance therewith to the maximum extent permitted by law. HoweverNotwithstanding anything to the contrary set forth herein, if to the Company (or, if applicable, the successor entity thereto) determines extent that the severance any payments and benefits provided under this Agreement constitute “deferred compensation” under within the meaning of Section 409A 409A, and the Executive Employee 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 benefit payments and benefits payable upon such a Separation from Service shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From from Service, or (iib) the date of the ExecutiveEmployee’s death. If all death or any portion of any amounts payable to Executive (c) such earlier date as is deferred to comply with permitted under Section 409A (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 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 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 foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance payments and benefits provided under this Agreement (the “Benefits”) that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation 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 the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit Benefits payments provided for in this Agreement is a separate and distinct “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Benefits 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 benefit Benefits payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after the Executive’s Separation From from Service, or (ii) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (A) pay to Executive is deferred a lump sum amount equal to comply with the sum of the Benefits payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Benefits had not been so delayed pursuant to this Section 409A and (B) commence paying the balance of the Benefits in accordance with the foregoing, such applicable payment schedules set forth in this Agreement. While it is intended that all payments shall accrue interest at the six (6)-month Libor rate, and, on and benefits provided under this Agreement or before the date of the Executive’s Separation From Serviceotherwise to Executive will be exempt from or comply with Section 409A, the Company shall make an irrevocable contribution of the amount deferred makes no representation or covenant to comply ensure that any such payments or benefits are exempt from or compliant with Section 409A to a grantor trust established by the 409A. The Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts will have no liability to Executive on the earlier or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to occur of: (i) the date be exempt or compliant. Executive further understands and agrees that is six months and one day after the Executive’s Separation From Service, or (ii) the date of the Executive’s death. Such grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits Executive will be paid or otherwise delivered prior entirely responsible for any and all taxes on any payments and benefits provided to the effective date Executive as a result of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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. All (i) Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. 409A. (ii) Any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 11(d)(iv) below. Except as required by Section 11(d)(iv), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance and other payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if . (iv) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion of any amounts payable the successor entity thereto, as applicable) shall (i) pay to Executive is deferred a lump sum amount equal to comply with the sum of the payments and benefits that 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 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments shall accrue interest at the six applicable payment schedules set forth in this Agreement. (6)-month Libor rate, and, on v) The foregoing provisions are intended to be exempt from or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with the requirements of Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date so that is six months and one day after the Executive’s Separation From Service, or (ii) the date of the Executive’s death. Such grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None none of the severance payments and benefits to be provided hereunder will be paid or otherwise delivered prior subject to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 or ambiguous terms herein shall will be interpreted accordingly.to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this 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.

Application of Section 409A. All benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”i) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments and benefits provided for in under this Agreement Plan (the “Severance Benefits”) is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i)) of the Treasury Regulations. For the avoidance of doubt, it is intended that payments of the severance benefits set forth in this Agreement Severance Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the Treasury Regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)) of the Treasury Regulations. However, if the Company (or, if applicable, the successor entity thereto) Plan Administrator determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and the Executive Eligible Employee is, on the termination of his or her separation from 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 benefit payments payment of the Severance Benefits shall be delayed until the earlier to occur of: (i) the date so that is six months and one day after the Executive’s Separation From Service, or (ii) the date of the Executive’s death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur of: (i) the date that is six months and one day after the ExecutiveEligible Employee’s Separation From Service, or separation from service and (ii) the date of the ExecutiveEligible Employee’s death. Such grantor trust shall have an independent trustee and death (such applicable date, the “Specified Employee Initial Payment Date”), the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None (A) pay to the Eligible Employee a lump sum amount equal to the sum of the severance benefits will be paid or Severance Benefits that the Eligible Employee would otherwise delivered prior to have received through the effective date Specified Employee Initial Payment Date if the commencement of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness payment of the Release, all amounts will be paid as soon as practicable Severance Benefits had not been so delayed pursuant to this Section 6(b)(i) and (B) commence paying the balance of the Severance Benefits in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordinglyapplicable payment schedules set forth in this Plan.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive him to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments Severance or Change of Control Severance provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments the Severance or Change of the severance benefits Control Severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s deathdeath (such applicable date, the “Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to the Executive a lump sum amount equal to the sum of any 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 payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoingapplicable payment schedules set forth in this Agreement. The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the following restrictions: (a) Executive must provide documentation of any reimbursable expenses in accordance with the Company’s then existing policies and procedures, such payments (b) the expenses paid or reimbursed by the Company in one calendar year shall accrue interest at not affect the six expenses paid or reimbursed in another calendar year, and (6)-month Libor ratec) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, and, provided that all expenses will be reimbursed on or before the date last day of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglyexpense was incurred.

Application of Section 409A. All benefits It is intended that all of the severance payments payable under this Agreement are intended satisfy, to qualify for an exemption the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or to comply 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 its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall incorporates by reference all required definitions and payment terms. No severance payments will be interpreted accordingly. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executivemade under this Agreement unless Employee’s termination of employment unless and until the Executive has also incurred constitutes a “separation from service” (as such term is defined in under Treasury Regulation Section 1.409A-1(h)) ). For purposes of Section 409A (“Separation From Service”)including, unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i1.409A-2(b)(2)(iii). For the avoidance of doubt), it is intended that Employee’s right to receive any installment payments of the severance benefits set forth in under this Agreement satisfy(whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, to the greatest extent possibleaccordingly, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) each installment payment hereunder shall at all times be considered a separate and 1.409A-1(b)(9)distinct payment. However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and the Executive is, on the termination of service, if Employee is a “specified employee” of the Company or any successor entity theretoCompany, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Employee’s Separation from 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 benefit payments shall Severance will be delayed until the earlier to occur ofas follows: (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. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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.on

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. . It is intended that each installment of the severance benefit Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits, or a portion thereof, constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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 imposition of the adverse personal any additional tax consequences or income recognition under Section 409A409A prior to actual payment to the Executive, the timing of the severance benefit Severance Benefit payments that constitute “deferred compensation” under Section 409A shall 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, Service or (ii) the date of the Executive’s death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, death (such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Serviceapplicable date, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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.Specified Employee Initial Payment

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)l.409A-l(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(il.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(51.409A-l(b)(4) and 1.409A-1(b)(9l.409A-l(b)(9). However, if If the Company (orCompany{or, if applicable, the successor entity thereto) determines that the severance any payments or benefits 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service, or (iib) the date of the Executive’s death. If all or any portion of any amounts payable to Executive is deferred to comply with Section 409A in accordance with the foregoing, death (such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Serviceapplicable date, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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. All Notwithstanding anything to the contrary set forth herein, to the extent that any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A), such payments and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the Executive Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) , without reference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result such amounts may be provided to the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(41.409A-l(b)(4), 1.409A-1(b)(5) 1.409A-l(b)(5), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of the ExecutiveEmployee’s death. If all death or any portion of any amounts payable to Executive (c) such earlier date as is deferred to comply with permitted under Section 409A (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 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 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 foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right 10. to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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 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. All Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement are intended to qualify for an exemption from application 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, “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the ExecutiveEmployee’s termination of employment unless and until the 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 the Executive Employee without causing the Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions 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). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive Employee 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 benefit payments and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the ExecutiveEmployee’s Separation From Service, or (iib) the date of Employee’s death (such applicable date, the Executive’s death“Specified Employee Initial Payment Date”). If all On the Specified Employee Initial Payment Date, the Company (or any portion the successor entity thereto, as applicable) shall (i) pay to Employee a lump sum amount equal to the sum of any 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 amounts payable had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (ii) commence paying the balance of the payments and benefits in accordance with the foregoing, such payments applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior be subject to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on the earlier to occur offollowing requirements: (i) the date that is six months and amount of in-kind benefits provided or reimbursable expenses incurred in one day after taxable year shall not affect the Executive’s Separation From Servicein-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year, or (ii) the date of the Executive’s death. Such grantor trust all reimbursements shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application requirements of Section 409A or comply with its requirements to the extent necessary 409A, and any ambiguity contained herein shall be interpreted in 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 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. All benefits under The parties intend that this Agreement are intended to qualify for an exemption from and the payments and benefits provided hereunder will comply with, or be exempt from, the application 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, “Section 409A”) or to comply with its requirements ), and all provisions of this Agreement will be construed, to the maximum extent necessary possible, in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. To the extent any payment hereunder due upon the occurrence of Employee’s termination of employment constitutes deferred compensation that is subject to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to is not otherwise exempt from complying with the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning provisions of Section 409A shall 409A, then such payment(s) will not commence in connection with the Executive’s termination of employment unless and until the 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 . If the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute any payment hereunder constitutes “deferred compensation” under Section 409A and the Executive Employee is, on the termination of servicehis or her employment, 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 Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance benefit payments shall such payment will be delayed until the earlier to occur of: (i) the date that is six months and one day after the ExecutiveEmployee’s Separation From Serviceseparation from service, or (ii) the date of Employee’s death (such applicable date, the Executive’s death. If all “Specified Employee Initial Payment Date”), and the Company (or any portion the successor entity thereto, as applicable) will (A) pay to Employee a lump sum amount equal to the sum of the payments that Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the payments had not been so delayed pursuant to this Section, and (B) commence paying the balance (if any) of any amounts payable to Executive is deferred to comply with Section 409A such payments in accordance with the foregoing, such applicable payment schedules set forth in this Agreement. Each installment of any payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to provided for in this Agreement is a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application separate “payment” for purposes of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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. All benefits under this Agreement are intended Notwithstanding anything to qualify for an exemption from application the contrary set forth herein, any Severance Benefits that constitute “deferred compensation” within the meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit Severance Benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits 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 benefit Severance Benefit payments shall 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. If all death (such applicable date, the “Specified Employee Initial Payment Date”) and the Company (or any portion the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of any amounts payable the Severance Benefit payments that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (B) commence paying the balance of the Severance Benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All benefits under this Agreement are intended Notwithstanding anything to qualify for an exemption from application the contrary set forth herein, any Severance Benefits that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s your termination of employment unless and until the Executive has you have 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 the Executive you without causing the Executive you to incur the additional 20% tax under Section 409A. It is intended that each installment of the severance benefit Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the severance benefits Severance 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). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and the Executive isyou are, 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 benefit Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after the Executive’s your Separation From Service, or (ii) the date of your death (such applicable date, the Executive’s death. If all “Specified Employee Initial Payment Date”), the Company (or any portion the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum of any amounts payable the Severance Benefit payments that you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to Executive is deferred to comply with this Section 409A and (B) commence paying the balance of the Severance Benefits in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred to comply with Section 409A to a grantor trust established by the Company prior to the Change applicable payment schedules set forth in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglythis Agreement.

Application of Section 409A. All (a) It is intended that all of the severance benefits and other payments under this Agreement are intended satisfy, to qualify for an exemption the greatest extent possible, one or more exemptions from the 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, “Section 409A”) or 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 its the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall this Agreement will be interpreted accordingly. Notwithstanding anything to the contrary set forth hereinconstrued in a manner consistent with such intention, any incorporating by reference all required definitions and payment terms. (b) No severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the payments will be made under this Agreement unless Executive’s termination of employment unless and until the Executive has also incurred constitutes a “separation 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 the Executive without causing the Executive to incur the additional 20% tax under Section 409A. . It is intended that that (i) each installment of the severance benefit payments provided for in any benefits payable under this Agreement is to Executive be regarded as a separate “payment” for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that (ii) all payments of the severance any such benefits set forth in under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-1(b)(9)(iii). However, 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 (or, if applicableand becomes effective, the successor entity theretoSeparation 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 the Company determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and the if Executive is, on the termination of service, is a “specified employee” of the Company or any successor entity theretoCompany, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s Separation from 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 benefit payments shall will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after the Executive’s Separation From from Service, or and (iib) the date of the 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 3.8(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 3.1. If all or any portion of No interest shall be due on any amounts payable deferred pursuant to Executive is deferred this Section 3.8(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 in accordance with the foregoing, such payments shall accrue interest at the six (6)-month Libor rate, and, on or before the date of the Executive’s Separation From Service, the Company shall make an irrevocable contribution of the amount deferred and makes no undertaking to comply with preclude Section 409A from applying to a grantor trust established by the Company prior to the Change in Control consistent with the terms of Rev. Proc. 92-64, 1992-33 I.R.B. 11, with irrevocable instructions to pay any such amounts to Executive on 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 grantor trust shall have an independent trustee and the Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining such trust. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” 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. 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 accordinglypayment.