Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for purposes of Section 409A. 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 amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter that would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such the termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), the payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during that six month delay period and then any be reimbursed by the Company thereafter when delayed payments or benefits that otherwise would be payable under this Agreement within are made pursuant to the next sentence. On the first six months day of the seventh month following the date of the Executive’s separation from service (or, if earlier, on the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of the delay) shall be paid or reimbursed to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409AExecutive in a lump sum, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not been subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any suspension beforehand)taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because those expenses are subject to a limit related to the period the arrangement is in effect. To All reimbursements shall be reimbursed in accordance with the extent that severance payments or benefits Company’s reimbursement policies but in no event later than the fiscal year following the fiscal year in which the related expense is incurred. (e) If under this Agreement are conditioned on the execution Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a release by Executiveseparate payment. (f) When, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The . (g) Notwithstanding any of the provisions of this Agreement, the Company will cooperate with shall not be liable to the Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement and that the Executive reasonably requests is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent possible, any severance owed under this Agreement shall be considered a separate payment for purposes of construed to fit within the “short-term deferral rule” under Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any other provision of this Agreement providing for to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment of any amount or benefit upon provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination of employment unless such termination is also hereunder does not constitute a “separation from service” within the meaning of Internal Revenue Code Section 409A, then any amounts payable hereunder on account of a termination of the Executive’s employment and which are subject to Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to shall not be paid until the Executive has experienced a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A409A. In addition, after application no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the exemptions provided calendar year following the calendar year in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofwhich such expenses were incurred. After Notwithstanding anything herein to the 409A Suspension Periodcontrary, neither the Company nor any of its affiliates shall have any liability to the Executive will receive or to any remaining other person or entity if this Agreement is, or if the payments and benefits due pursuant to this Agreement provided in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests are intended to avoid the imposition of taxes be exempt from or penalties under compliant with Code Section 409A are, not so exempt or compliant. Each payment payable hereunder shall be treated as a separate payment in a series of payments within the meaning of, and for purposes of, Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes of Section 409A. interpreted and administered accordingly. 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 amount amounts or benefit benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Notwithstanding anything With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the contrary in Executive, as specified under this Agreement, if such reimbursement of expenses or provision of in-kind benefits shall be subject to the Executive is a “specified employee” following conditions: (within 1) the meaning expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A105(b) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would Code; (2) the reimbursement of an eligible expense shall be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after made no later than the end of the sixth month period following year after the Executive’s separation from service, year in which such expense was incurred; and (3) the right to reimbursement or Executive’s death, if sooner, but only in-kind benefits shall not be subject to the extent that such payments liquidation or benefits provide exchange for the “deferral another benefit. For purposes of compensation” within the meaning of Code Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will Executive’s right to receive any remaining installment payments and benefits due pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with If Executive is a specified employee within the Executive in making meaning of Code Section 409A(a)(2)(B)(i) and would receive any amendments payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to this Agreement that the Executive reasonably requests additional tax imposed pursuant to avoid the imposition of taxes or penalties under Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the Code provided date that such changes do not provide is the Executive with additional benefits earliest of (other than de minimus benefitsi) under this Agreementsix (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. Each payment under 5.8.1. The provisions of this Agreement are intended to comply with Section 409A of the Code and any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be considered construed in a separate payment manner consistent with the requirements for purposes of avoiding taxes or penalties under Section 409A. 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 or provision of benefit to Executive under Section 409A. 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which Executive incurred the expense. 5.8.3. 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, Agreement references to a “termination,” “termination of employment” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” , to the maximum extent permitted by that regulation, with any amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) 409A at the time of Executive’s termination, then only that portion of the severance and benefits payable to Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A that is payable on the date account of the Executive’s separation from servicetermination (other than by reason of death) (together, the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date that is six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s termination date, then any payments or benefits that otherwise would delayed in accordance with this paragraph will be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days as soon as administratively practicable after the end date of the sixth month period following the Executive’s separation from service, death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or Executive’s death, if sooner, but only benefit. 5.8.6. Notwithstanding anything herein to the extent that such payments or benefits provide for contrary, neither the “deferral Company nor any of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, its Affiliates shall have any liability to the Executive will receive or to any remaining other Person if the payments and benefits due pursuant to this Agreement provided in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests are intended to avoid the imposition of taxes be exempt from or penalties under compliant with Section 409A of the Code provided that such changes do are not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementso exempt or compliant.

Code Section 409A Compliance. Each payment (i) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything to the contrary in this Agreement, if you are deemed on the Executive is date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (I) on the expiration of the six (6)-month period measured from the date of the Executive’s your “separation from service,” and (II) the date of your death, then any to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or benefits that otherwise would be payable under this Agreement within in installments in the first six months following the Executive’s separation from service (the “409A Suspension Period”), absence of such delay) shall instead be paid or reimbursed to you in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, your right to receive installment payments pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion treated as a right to receive a series of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementseparate and distinct payments.”

Code Section 409A Compliance. Each payment To the extent amounts or benefits that become payable under this Agreement shall be considered a separate payment for purposes on account of Section 409A. A the Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amount or benefit upon or following Executive’s death) constitute a termination of employment unless such termination is also distribution under a “separation from servicenonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409ADeferred Compensation”) and), for purposes of this Agreement, references to a “termination,” “the Executive’s termination of employment” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from service.” Notwithstanding anything to Service’ with the contrary in this Agreement, if the Executive is a “specified employee” (Company within the meaning of Treasury Regulation Section 409A) on 1.409A-1(h). If at the date time of the Executive’s separation from service, the Executive is a “specified Executive’ (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and the Company shall then any payments or benefits pay the Executive, without interest, all such Deferred Compensation that would have otherwise would be payable been paid under this Agreement within during the first six months following the Executive’s separation from service (had the “409A Suspension Period”), shall instead be paid in Executive not been a lump sum within fourteen (14) days after the end of the sixth month period following the specified Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension PeriodThereafter, the Company shall pay Executive will receive any remaining payments and benefits due pursuant to this Agreement unpaid Deferred Compensation in accordance with its terms (this Agreement as if there had not been a six-month delay imposed by this paragraph. If any suspension beforehand). To expense reimbursement by the extent that severance payments or benefits Executive under this Agreement are conditioned on is determined to be Deferred Compensation, then the execution reimbursement shall be made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of a release by Executive, Executive the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall forfeit all rights not affect the amount eligible for reimbursement in another year and the right to such payments and benefits unless reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall reform such release is signed and delivered provision; provided that the Company shall (x) maintain, to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of daysmaximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. The Company will cooperate with applicable provision without subjecting the Executive in making to such additional tax or interest and (y) not incur any amendments to this Agreement that the Executive reasonably requests to avoid the imposition additional compensation expense as a result of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementreformation.

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of a. If any provision of this Agreement providing for the payment (or of any amount award of compensation, including equity compensation or benefit upon benefits) would cause the Executive to incur any additional tax or following a termination of employment unless such termination is also a “separation from service” within the meaning of interest under Internal Revenue Code (“Code”) Section 409A (“or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision, to the extent possible, to comply with Code Section 409A”) and; provided, for purposes that the Company agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of this Agreement, references to a “termination,” “termination the applicable provision without violating the provisions of employment” or like terms shall mean “separation from service.” Code Section 409A. b. Notwithstanding anything any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination of employment to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) on such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service, then any payments ” (as such term is defined in Treasury Regulations issued under Code Section 409A) or benefits that otherwise would be payable under this Agreement within (ii) the first six months following the date of Executive’s separation from service death (the “409A Suspension Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall instead be paid or reimbursed to the Executive in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been any suspension beforehand)the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that severance payments or the foregoing applies to the provision of any ongoing welfare benefits under this Agreement are conditioned on to the execution of a release Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall forfeit all rights pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to such payments and benefits unless such release is signed and delivered be paid) to the Company within Executive an amount equal to the time required amount of such premiums paid by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that during the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this AgreementDeferral Period promptly after its conclusion.

Code Section 409A Compliance. Each payment To the extent amounts or benefits that become payable under this Agreement shall be considered a separate payment for purposes on account of Section 409A. A the Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amount or benefit upon or following Executive’s death) constitute a termination of employment unless such termination is also distribution under a “separation from servicenonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409ADeferred Compensation”) and), for purposes of this Agreement, references to a “termination,” “the Executive’s termination of employment” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from service.Service” Notwithstanding anything to with the contrary in this Agreement, if the Executive is a “specified employee” (Company within the meaning of Treasury Regulation Section 409A) on 1.409A-1(h). If at the date time of the Executive’s separation from service, the Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following the Executive’s separation from Service and the Company shall then any payments or benefits pay the Executive, without interest, all such Deferred Compensation that would have otherwise would be payable been paid under this Agreement within during the first six months following the Executive’s separation from service (had the “409A Suspension Period”), shall instead be paid in Executive not been a lump sum within fourteen (14) days after the end of the sixth month period following the specified Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension PeriodThereafter, the Company shall pay Executive will receive any remaining payments and benefits due pursuant to this Agreement unpaid Deferred Compensation in accordance with its terms (this Agreement as if there had not been a six-month delay imposed by this paragraph. If any suspension beforehand). To expense reimbursement by the extent that severance payments or benefits Executive under this Agreement are conditioned on is determined to be Deferred Compensation, then the execution reimbursement shall be made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of a release by Executive, Executive the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall forfeit all rights not affect the amount eligible for reimbursement in another year and the right to such payments and benefits unless reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall reform such release is signed and delivered provision; provided that the Company shall (x) maintain, to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of daysmaximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. The Company will cooperate with applicable provision without subjecting the Executive in making to such additional tax or interest and (y) not incur any amendments to this Agreement that the Executive reasonably requests to avoid the imposition additional compensation expense as a result of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementreformation.

Code Section 409A Compliance. Each payment under Notwithstanding anything set forth in this Agreement shall be considered a separate payment for purposes to 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. A termination of employment 409A shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Internal Revenue Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (“Section 409A”) andincluding, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this AgreementAgreement (whether severance payments, references reimbursements or otherwise) shall be treated as a right to receive a “termination,” “termination series of employment” or like terms separate payments and, accordingly, each installment payment hereunder shall mean “separation from service.” at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s 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 payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (within as described above) or until the meaning of Section 409A) on the date effectiveness of the Executive’s separation from serviceRelease, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead all amounts will be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement as soon as practicable in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company ’s normal payroll practices and no interest will cooperate with the Executive in making be due on any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementamounts so deferred.

Code Section 409A Compliance. Each 15.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. 15.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code. 15.3 The preceding provisions, however, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Participant, which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 15.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be considered treated as a right to a series of separate payment payments. 15.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year following the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 15.6 For purposes of Section 409A. A termination 409A of employment the Code, the date as of which Company and Executive reasonably anticipate that no further services would be performed by Executive shall not be deemed to have occurred for purposes of any provision of this Agreement providing for construed as the payment of any amount or benefit upon or following a termination of employment unless such termination is also date that Executive first incurs a “separation from service” within the meaning of Internal Revenue Code as defined under Section 409A (“Section 409A”) andof the Code. 15.7 Notwithstanding anything in this Agreement to the contrary, for purposes if a payment obligation arises on account of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “Executive’s separation from service.” Notwithstanding anything to the contrary in this Agreement, if the service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (within as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the meaning exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the first business day of Section 409A) on the seventh month following the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement or, if earlier, within the first six months following the Executive’s separation from service fifteen (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (1415) days after the end appointment of the sixth month period following the personal representative or executor of Executive’s separation from service, or Executive’s estate following his death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment under (a) This Agreement is intended to comply with the provisions of Section 409A of the Code, and, to the extent practicable, this Agreement shall be considered interpreted and administered in a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of manner so that any amount or benefit upon payable hereunder shall be paid or following provided in a termination manner that is either exempt from or compliant with the requirements Section 409A of employment unless the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Terms used in this Agreement shall have the meanings given such termination is also terms under Section 409A of the Code if, and to the extent required, in order to comply with Section 409A of the Code. (b) The payment schedules provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and shall be interpreted consistently therewith. (c) Any payments under Section 5 shall be made or shall commence only after the Executive has a “separation from service” within with the meaning of Internal Revenue Code Company, as defined under Section 409A of the Code and the guidance issued thereunder. (“Section 409A”d) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charged under Section 409A of the Code, if any of the Company’s stock is publicly traded and the Executive is deemed to be a “specified employee” (within as determined by the meaning Company for purposes of Section 409A409A(a)(2)(B) on the date of the Executive’s separation from serviceCode, then the Executive agrees that any non-qualified deferred compensation payments or benefits that otherwise would be payable due to him under this Agreement within in connection with a termination of employment that would otherwise have been payable at any time during the six (6)-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum on the first six months day of the seventh (7th) month following the Executive’s separation from service (or, if the “409A Suspension Period”)Executive dies during such period, shall instead be paid in a lump sum within fourteen (14) 30 days after the end Executive’s death). (e) Each payment of termination benefits under Section 5 of this Agreement, including, without limitation, each installment payment, shall be considered a separate payment, as described in Treasury Regulations Section 1.409A-2(b)(2), for purposes of Section 409A of the sixth month period following Code. (f) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code, except to the extent specifically permitted or required by Section 409A of the Code. (g) If the Executive is entitled to be paid or reimbursed for any expenses under this Agreement, and such payments or reimbursements are includible in the Executive’s separation from servicefederal gross taxable income, or Executive’s deaththe amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, if sooner, but only to and the extent that such payments or benefits provide for the “deferral reimbursement of compensation” within the meaning of Section 409A, after application an eligible expense must be made no later than December 31 of the exemptions provided year after the year in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofwhich the expense was incurred. After the 409A Suspension Period, No right of the Executive will receive to reimbursement of expenses under Section 4 or any remaining payments and benefits due pursuant to other Section of this Agreement in accordance with its terms shall be subject to liquidation or exchange for another benefit. (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. h) Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with . (i) Notwithstanding any other provision of this Agreement to the Executive contrary, in making no event shall any amendments to payment under this Agreement that the Executive reasonably requests constitutes “nonqualified deferred compensation” subject to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide be subject to offset, counterclaim or recoupment by any other amount payable to the Executive with additional benefits (other than de minimus benefits) under this Agreementunless otherwise permitted by Section 409A of the Code.

Code Section 409A Compliance. (a) Where this Employment Agreement refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release, Employee will sign and return the General Release within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release that would otherwise be made during the period for review and revocation of the General Release will be made, provided that the General Release is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of Employee’s termination of employment under this Section 6 of the Employment Agreement shall be considered is designated as a separate payment for purposes of Section 409A. 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 amount or benefit upon or following a termination of employment unless such termination 409A purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Internal Revenue Code Section 409A (“while the Company is publicly traded), any deferred compensation payment subject to Section 409A”) and, for purposes of this Agreement, references 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to employment will be withheld and the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date amount of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead withheld will be paid in a lump sum within fourteen (14) days sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the end expiration of the sixth such six month period period, payment to Employee’s beneficiary will be made as soon as reasonably practicable following the Executive’s separation from service, or ExecutiveEmployee’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section 8(c). In no event will the Company have any liability or obligation with the Executive in making any amendments respect to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A for which Employee may become liable as a result of the application of Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. A termination of employment In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An “Employment Separation” shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount amounts or benefit benefits upon or following a termination of employment an Employment Separation unless such termination Employment Separation is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” an Employment Separation or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if If the Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) on the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service death (the “409A Suspension Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall instead be paid or reimbursed to the Executive in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making . e) In no event shall any amendments payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementotherwise.”

Code Section 409A Compliance. Each Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that such payment and benefits shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate interpreted, and such payment for purposes and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company makes no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) 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 amount amounts or benefit benefits upon or following a termination of employment the Executive’s Termination Date unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything ” (c) Each payment payable to the contrary Executive under this Agreement on or after the Executive’s Termination Date shall be treated as a separate and distinct “payment” for purposes of Code Section 409A and, further, is intended to be exempt from Code Section 409A, including but not limited to the short-term deferral exemption thereunder. If and to the extent any such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of employment, in this Agreement, if the event the Executive is a “specified employee” (within the meaning of as defined in Code Section 409A) on the date of the Executive’s separation from service), then any payments or benefits such payment that would otherwise would be have been payable under this Agreement within in the first six (6) months following the Executive’s separation from service Termination Date will not be paid to the Executive until the date that is six (6) months and one (1) day following the “409A Suspension Period”Executive’s Termination Date (or, if earlier, the Executive’s date of death), shall instead . Any such deferred payments will be paid in a lump sum within fourteen (14) days after sum; provided that no such actions shall reduce the end amount of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only any payments otherwise payable to the extent that Executive under this Agreement. Thereafter, the remainder of any such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement shall be payable in accordance with its terms this Agreement. (as if there had not been any suspension beforehand). To d) All expenses or other reimbursements to the extent that severance payments or benefits Executive under this Agreement are conditioned Agreement, if any, shall be made on or prior to the execution last day of a release the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, Executive such reimbursements shall forfeit all rights be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such payments and benefits unless such release is signed and delivered to reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the Company within the time required by this Agreement. expenses eligible for reimbursement in any other taxable year. (e) Whenever a payment under this Agreement specified specifies a period within which such payment period with respect to a number of daysmay be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making . (f) In no event shall any amendments payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement that or otherwise. (g) To the Executive reasonably requests extent required under Code Section 409A, (i) any reference herein to avoid the imposition of taxes term “Agreement” shall mean this Agreement and any other plan, agreement, method, program, or penalties other arrangement, with which this Agreement is required to be aggregated under Code Section 409A of 409A, and (ii) any reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefitsSection 414(b) under this Agreementor 414(c).

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code (“Code”) Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes of Section 409A. interpreted and administered accordingly. (b) 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 amount amounts or benefit benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything ” (c) With regard to the contrary in this Agreementany provision herein that provides for reimbursement of costs and expenses or in-kind benefits, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of except as permitted by Code Section 409A, after application (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the exemptions expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in Sections 1.409A-1(b)(4effect and (iii) and 1.409A-1(b)(9)(ii)-(vsuch payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. (d) thereof. After the 409A Suspension PeriodFor purposes of Code Section 409A, the Executive will Employee’s right to receive any remaining installment payments and benefits due pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with . (e) If Employee is a specified employee within the Executive in making meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any amendments payment sooner than 6 months after Employee’s “separation from service” that, absent the application of this Section 13(e), would be subject to this Agreement that the Executive reasonably requests additional tax imposed pursuant to avoid the imposition of taxes or penalties under Section 409A of the Code provided as a result of such status as a specified employee, then such payment shall instead be payable on the date that such changes do not provide is the Executive with additional benefits earliest of (other than de minimus benefitsi) under this Agreement6 months after Employee’s “separation from service,” or (ii) Employee’s death.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. A termination of employment In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) An “Employment Separation” shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount amounts or benefit benefits upon or following a termination of employment an Employment Separation unless such termination Employment Separation is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” an Employment Separation or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if If the Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) on the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service death (the “409A Suspension Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall instead be paid or reimbursed to the Executive in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making . (e) In no event shall any amendments payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement that or otherwise.” SIXTH: Except as specifically modified herein, the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A Agreement shall remain in full force and effect in accordance with all of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementterms and conditions thereof.

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for purposes Because of the uncertainty of the application of Section 409A. A termination 409A of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A of 1986, as amended (the “Section 409ACode”) andto payments pursuant to this Agreement, for purposes including, without limitation, payments pursuant to Sections 10 and 11 hereof, Employee agrees that if any such payments are subject to the provisions of Section 409A(a)(1) of the Code by reason of this Agreement, references to or any part thereof, being considered a “termination,nonqualified deferred compensation plan” “termination pursuant to Section 409A of employment” the Code, then such payments shall be made in accordance with, and this Agreement automatically shall be amended in such a manner as to prevent any current or like terms shall mean “separation from service.” Notwithstanding anything future payment to the contrary in Employee under this AgreementAgreement or the vesting of any Company stock option or other equity incentive held issued to the Employee becoming subject to Section 409A(a)(1) of the Code, if the Executive is including, without limitation, any necessary delay of six (6) months applicable to payment of deferred compensation to a “specified employee” (within the meaning of as defined in Section 409A409A(2)(B)(i) on the date of the Executive’s Code) upon separation from service. In the event that a six month delay is required, then any payments or benefits that otherwise would be payable under this Agreement within on the first six months regularly scheduled pay date following the Executive’s separation from service (conclusion of the “409A Suspension Period”), delay period the Employee shall instead be paid in receive a lump sum within fourteen payment in an amount equal to six (146) days after the end months of the sixth month period following the ExecutiveEmployee’s separation from serviceBase Salary and thereafter, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned Severance Benefits shall be paid on the execution of a release by Executive, Executive shall forfeit all rights same basis and at the same time as previously paid and subject to such payments employment tax withholdings and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Companydeductions. The Company will cooperate with and the Executive Employee shall consult together in making any amendments good faith to determine the manner in which this Agreement that the Executive reasonably requests should be amended to avoid the imposition application of taxes Section 409A(a)(1) as provided herein while avoiding or penalties under Section 409A minimizing any financial disadvantage to the Employee as might arise from such amendment, but in case of disagreement the decision of the Code provided that such changes do not provide Board of Directors shall govern, and the Executive with additional benefits (other than de minimus benefits) under this AgreementCompany and the Employee shall be bound thereby.

Code Section 409A Compliance. Each payment under this Agreement shall The Executive and Buyer acknowledge that the Executive’s employment with Seller and/or Seller Bank will be considered a separate payment for purposes terminated in connection with the Merger, effective immediately upon the Effective Time of Section 409A. 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 amount or benefit upon or following a termination of employment unless Merger, and that such termination is also will be a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”and the regulations thereunder) andas an employee of Seller and Seller Bank. Anything in this Agreement to the contrary notwithstanding, for purposes if at the time of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean the Executive’s “separation from service.,” Notwithstanding anything to the contrary in this Agreement, if Buyer determines that the Executive is a “specified employee” (within the meaning of Code Section 409A409A(a)(2)(B)(i), then to the extent the Change of Control Agreement Amount would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Code Section 409A(a) on as a result of the application of Code Section 409A(a)(2)(B)(i), such payment shall not be payable until the date that is the earlier of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first (A) six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days and one day after the end of the sixth month period following the Executive’s separation from service, or (B) the Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application . The intent of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining parties is that payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on either be exempt from or comply with Code Section 409A and the execution of a release by Executiveregulations and guidance promulgated thereunder and, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered accordingly, to the Company within maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall Buyer or its affiliates be liable for any additional tax, interest, or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding any other provision of this Agreement to the time required by this Agreement. Whenever a contrary, in no event shall any payment under this Agreement specified a payment period with respect that constitutes “deferred compensation” for purposes of Code Section 409A be subject to a number of daysoffset, the actual date of payment within the specified period counterclaim, or recoupment by any other amount payable to Executive unless otherwise permitted by Code Section 409A. Buyer, Seller, and Seller Bank make no representation or warranty and shall be within the sole discretion of the Company. The Company will cooperate with have no liability to the Executive in making or any amendments to other person if any provisions of this Agreement that the Executive reasonably requests are determined to avoid the imposition of taxes or penalties under constitute deferred compensation subject to Code Section 409A of the Code provided that such changes but do not provide satisfy an exemption from, or the Executive with additional benefits (other than de minimus benefits) under this Agreementconditions of, such Section.

Code Section 409A Compliance. Each payment under Notwithstanding anything set forth in this Agreement shall be considered a separate payment for purposes to 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. A termination of employment 409A shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Internal Revenue Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (“Section 409A”) andincluding, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this AgreementAgreement (whether severance payments, references reimbursements or otherwise) shall be treated as a right to receive a “termination,” “termination series of employment” or like terms separate payments and, accordingly, each installment payment hereunder shall mean “separation from service.” at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s 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 payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. If the period of time Executive has to execute the Release “crosses over” two (2) calendar years, the Release will be deemed to have been executed on the twenty-first (21st) day after the Separation Date. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (within as described above) or until the meaning of Section 409A) on the date effectiveness of the Executive’s separation from serviceRelease, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead all amounts will be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement as soon as practicable in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company ’s normal payroll practices and no interest will cooperate with the Executive in making be due on any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementamounts so deferred.

Code Section 409A Compliance. Each payment 8.1. It is the Company’s intent that compensation and benefits to which you are entitled under this Agreement shall not be considered a separate payment for purposes treated as “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder (“Code Section 409A. 409A”), and that any ambiguities in the construction of this Agreement be interpreted in order to effectuate such intent. In the event that the Company determines, in its sole discretion, that any compensation or benefits to which you are entitled under this Agreement could be treated as “nonqualified deferred compensation” under Code Section 409A unless this Agreement is amended or modified, the Company may, in its sole discretion, amend or modify this Agreement without obtaining any additional consent from you, so long as such amendment or modification does not materially affect the net present value of the compensation or benefits to which you otherwise would be entitled under this Agreement. 8.2. 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything If you are deemed on the date of termination to the contrary in this Agreement, if the Executive is be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (a) on the expiration of the six (6) month period measured from the date of the Executive’s your “separation from service, then any payments or benefits that otherwise would be payable under this Agreement within ,” and (b) the first six months following the Executive’s separation from service date of your death (the “409A Suspension Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall instead be paid or reimbursed to you in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 8.3. If a general release of claims, as contemplated under Section 7 hereof, is executed and delivered (and no longer subject to revocation) in the manner provided in said Section 7, then the following shall apply: (a) To the extent that the Severance Pay is not “nonqualified deferred compensation” for purposes of Code Section 409A, then the Severance Pay shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. (b) To the extent that the Severance Pay is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. 8.4. For purposes of compliance with Code Section 409A, (a) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (b) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year. 8.5. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been a right to receive a series of separate and distinct payments. 8.6. In no event shall any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number that constitutes “nonqualified deferred compensation” for purposes of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Code Section 409A of be subject to offset by any other amount unless otherwise permitted by Code Section 409A. 8.7. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code provided that such changes do not provide the Executive Section 409A or damages for failing to comply with additional benefits (other than de minimus benefits) under this Agreement.Code Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) 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 amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything any other payment schedule provided herein to the contrary in this Agreementcontrary, if the Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A) 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service, then any payments or benefits that otherwise would be payable under this Agreement within ,” and (B) the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for required under Code Section 409A. Upon the “deferral of compensation” within the meaning of Section 409A, after application expiration of the exemptions provided foregoing delay period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in Sections 1.409A-1(b)(4a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any all remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (as if there had not been any suspension beforehand). c) To the extent that severance payments or benefits under pursuant to this Agreement are conditioned on upon the execution and delivery by Executive of a release by Executiveof claims, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent that any such cash payment or continuing benefit to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Company within Release Effective Date under the time required terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payment made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment or continuing benefit to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payment made thereafter shall continue as provided herein. (d) To the extent that any expense reimbursement or in-kind benefit under this Agreement constitutes “non-qualified deferred compensation” for purposes of Code Section 409A, (i) such expense or other reimbursement hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Code Section 409A, Executive’s right to receive installment payments pursuant to this AgreementAgreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of Employer. (f) Notwithstanding any other provision of this Agreement to the Company. The Company will cooperate with the Executive contrary, in making no event shall any amendments to payment under this Agreement that the Executive reasonably requests to avoid the imposition constitutes “nonqualified deferred compensation” for purposes of taxes or penalties under Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (g) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the Code provided that date of Executive’s termination of employment in accordance with Employer’s payroll practices (or other similar term), the payments of such changes do not provide base salary or other compensation shall be made upon such schedule as in effect upon the date of termination, but no less frequently than monthly. (h) Any annual bonus payable to Executive in accordance with additional benefits (the provisions of Section 3(b) hereof shall be paid in the calendar year following the calendar year to which such bonus relates at the same time bonuses are paid to other than de minimus benefits) under this Agreementsenior executive officers of Employer generally.”

Code Section 409A Compliance. Each payment under (a) Notwithstanding anything set forth in this Agreement shall be considered a separate payment for purposes to 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. A termination 409A of employment the Code shall not be deemed to commence until you have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to you without causing you to incur the additional 20% tax under Section 409A. (b) For the avoidance of Internal Revenue Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (“Section 409A”) andincluding, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), your right to receive any installment payments under this AgreementAgreement (whether severance payments, references reimbursements or otherwise) shall be treated as a right to receive a “termination,” “termination series of employment” or like terms separate payments and, accordingly, each installment payment hereunder shall mean “separation from service.” at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if the Executive is Company (or, if applicable, the successor entity thereto) determines that any payments upon your Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and you are, on your Separation From Service, a “specified employee” (within of the meaning 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 payments upon your Separation From Service shall be delayed until the earlier to occur of: (a) on the date that is six months and one day after your Separation From Service or (b) the date of the Executive’s separation from serviceyour death (such applicable date, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension PeriodSpecified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall instead be paid in (A) pay to you a lump sum within fourteen (14) days after amount equal to the end sum of the sixth month period following payments upon your Separation From Service that you would otherwise have received through the Executive’s separation from service, or Executive’s death, Specified Employee Initial Payment Date if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application commencement of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After payment of the 409A Suspension Period, the Executive will receive any remaining payments and severance benefits due had not been so delayed pursuant to this Agreement section and (B) commence paying the balance of the severance benefits in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a applicable payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive schedules set forth in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Executive nor Employer shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless such Executive has completely severed Executive’s relationship with Employer or Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If Executive is deemed on the date of separation from service with Employer to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) and using the identification methodology selected by Employer from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be paid with interest on the earlier of (i) the first day of the seventh (7th) month measured from the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service or (ii) the “409A Suspension Period”), shall instead date of Executive’s death. The amount of interest to be paid shall be based on the prime rate of interest in a lump sum within fourteen (14) days after effect on the end first day of the sixth month period following the Executive’s separation from serviceservice as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, or however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by Employer thereafter on the first day of the seventh (7th) month following the date of Executive’s separation from service or, if earlier, on the date of Executive’s death. (d) If under this Agreement, if sooneran amount is to be paid in two or more installments, but only to the extent that such payments or benefits provide for the “deferral purposes of compensation” within the meaning of Code Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4each installment shall be treated as a separate payment. (e) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension PeriodWhen, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executiveever, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Employer. In the Company. The Company will cooperate event any payment payable upon termination of employment would be exempt from Code Section 409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) Notwithstanding any other provision of this Agreement, Executive shall be solely liable, and Employer shall not be liable in making any amendments way to Executive if any payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate payment manner consistent with the requirements for purposes of avoiding taxes or penalties under Code Section 409A. 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless such Executive has completely severed Executive’s relationship with Employer or Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If Executive is deemed on the date of separation from service with Employer to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) and using the identification methodology selected by Employer from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be paid with interest on the earlier of (i) the first day of the seventh (7th) month measured from the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service or (ii) the “409A Suspension Period”), shall instead date of Executive’s death. The amount of interest to be paid shall be based on the prime rate of interest in a lump sum within fourteen (14) days after effect on the end first day of the sixth month period following the Executive’s separation from serviceservice as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, or however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by Employer thereafter on the first day of the seventh (7th) month following the date of Executive’s separation from service or, if earlier, on the date of Executive’s death, if sooner, but only . (c) With regard to the extent any provision herein that such payments provides for reimbursement of expenses or in-kind benefits provide for the “deferral of compensation” within the meaning of subject to Code Section 409A, after application except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the exemptions expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofeffect. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement All reimbursements shall be reimbursed in accordance with its terms Employer’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (as if there had not been any suspension beforehand). To the extent that severance payments or benefits d) If under this Agreement are conditioned on the execution Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a release by Executiveseparate payment. (e) When, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Employer. In the Company. The Company will cooperate event any payment payable upon termination of employment would be exempt from Code Section 409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) Notwithstanding any other provision of this Agreement, Executive shall be solely liable, and Employer shall not be liable in making any amendments way to Executive if any payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes of Section 409A. interpreted and administered accordingly. (b) 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 amount amounts or benefit benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything ” (c) With regard to the contrary in this Agreementany provision herein that provides for reimbursement of costs and expenses or in-kind benefits, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of except as permitted by Code Section 409A, after application (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the exemptions expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in Sections 1.409A-1(b)(4effect and (iii) and 1.409A-1(b)(9)(ii)-(vsuch payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) thereof. After the 409A Suspension PeriodFor purposes of Code Section 409A, the Executive will Executive’s right to receive any remaining installment payments and benefits due pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with . (e) If Executive is a specified employee within the Executive in making meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any amendments payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 11(e), would be subject to this Agreement that the Executive reasonably requests additional tax imposed pursuant to avoid the imposition of taxes or penalties under Section 409A of the Code provided as a result of such status as a specified employee, then such payment shall instead be payable on the date that such changes do not provide is the Executive with additional benefits earliest of (other than de minimus benefitsi) under this Agreement6 months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Bank shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits that are subject to Code Section 409A and that are paid upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean “separation from service.” Notwithstanding anything . If Employee is deemed on the date of separation from service with the Bank to the contrary in this Agreement, if the Executive is be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s separation from service or (ii) the date of Employee’s death. In the case of benefits, however, Employee may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments delayed pursuant to this Section 22 (whether they would have otherwise been payable in a single sum or in installments in the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), absence of such delay) shall instead be paid or reimbursed to Employee in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Code Section 409A, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not been subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any suspension beforehand)taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. To All reimbursements shall be reimbursed in accordance with the extent that severance payments or benefits Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement are conditioned on the execution Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a release by Executiveseparate payment. (f) When, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with Bank. (g) Notwithstanding any of the Executive in making provisions of this Agreement, the Bank shall not be liable to Employee if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this AgreementSection 409.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Bank shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless such Employee has completely severed Employee’s relationship with the Bank or Employee has permanently decreased Employee’s services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Employee has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the Executive time required under Code Section 409A. If Employee is deemed on the date of separation from service with the Bank to be a “specified employee” (”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s separation from service or (ii) the date of Employee’s death. In the case of benefits required to be delayed under Code Section 409A) , however, Employee may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), absence of such delay) shall instead be paid or reimbursed to Employee in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been the normal payment dates specified for them herein. If any suspension beforehand). To the extent that severance payments or benefits cash payment is delayed under this Agreement are conditioned Section 11(c), then interest shall be paid on the execution amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered Employee’s termination to the Company within date of payment. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the time required right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. Whenever In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Employee that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) When, if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with Bank. (g) Notwithstanding any of the Executive in making provisions of this Agreement, the Bank shall not be liable to Employee if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment ​ (a) The intent of the Parties is that payments and benefits under this Agreement shall comply with Code Section 409A; accordingly, to the maximum extent permitted, this Agreement will be considered a separate payment for purposes interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. ​ (b) A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or ​ like terms shall will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive Employee is deemed on the date of termination to be a “specified employee” (within the meaning under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) on the expiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the ExecutiveEmployee’s separation from servicedeath, then any to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6.10(b) (whether they would have otherwise been payable in a single sum or benefits that otherwise would be payable under this Agreement within in installments in the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead absence of such delay) will be paid or reimbursed to the Employee in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. ​ (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. ​ (d) For purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement in accordance with its terms (is treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days, the actual date of payment within the specified period shall be is within the sole discretion of the Company. The Company ​ (e) Notwithstanding any provision of this Agreement to the contrary, in no event will cooperate with the Executive in making any amendments to payment under this Agreement that the Executive reasonably requests to avoid the imposition constitutes “nonqualified deferred compensation” for purposes of taxes or penalties under Code Section 409A of the be subject to offset by any other amount unless otherwise permitted by Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A. ​

Code Section 409A Compliance. The provisions of this Section 9.11 apply to each payment or benefit under this Agreement that is considered deferred compensation that is subject to (and not exempt from) the provisions of Internal Revenue Code Section 409A (“Section 409A”) (such payments or benefits, the “409A Payments”). Each payment 409A Payment under this Agreement shall be considered a separate payment for purposes of Section 409A. 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 amount or benefit a 409A Payment upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits 409A Payments that otherwise would be payable under this Agreement within the first six (6) months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth (6th) month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits 409A Payments due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement 409A Payments are conditioned on the execution of a release Release by the Executive, Executive if the Release consideration period spans two (2) calendar years, then such 409A Payments shall forfeit all rights to such payments and benefits unless such release is signed and delivered to be paid in the Company within second (2nd) calendar year regardless of the time required by this Agreementthe Executive returns such Release. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus minimis benefits) under this Agreement.

Code Section 409A Compliance. Each payment To the extent amounts or benefits that become payable under this Agreement shall be considered a separate payment for purposes on account of Section 409A. A the Employee's termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amount or benefit upon or following Employee's death) constitute a termination of employment unless such termination is also distribution under a “separation from servicenonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A"Deferred Compensation”) and), for purposes of this Agreement, references to a “termination,” “the Employee's termination of employment” or like terms employment shall mean “be deemed to occur on the date that the Employee incurs a "separation from Service' with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Employee's separation from service.” Notwithstanding anything to , the contrary in this Agreement, if the Executive Employee is a “"specified employee” ' (within the meaning of Code Section 409A) 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the date first business day of the Executive’s seventh month following Employee's separation from serviceService and the Company shall then pay the Employee, then any payments or benefits without interest, all such Deferred Compensation that would have otherwise would be payable been paid under this Agreement within during the first six months following the Executive’s Employee's separation from service (had the “409A Suspension Period”), shall instead be paid in Employee not been a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofspecified employee. After the 409A Suspension PeriodThereafter, the Executive will receive Company shall pay Employee any remaining payments and benefits due pursuant to this Agreement unpaid Deferred Compensation in accordance with its terms (this Agreement as if there had not been a six-month delay imposed by this paragraph. If any suspension beforehand). To expense reimbursement by the extent that severance payments or benefits Employee under this Agreement are conditioned on is determined to be Deferred Compensation, then the execution reimbursement shall be made to the Employee as soon as practicable after submission for the reimbursement, but no later than December 31 of a release by Executive, Executive the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall forfeit all rights not affect the amount eligible for reimbursement in another year and the right to such payments and benefits unless reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject the Employee to any additional tax or interest under Code Section 409A, then the Company shall reform such release is signed and delivered provision; provided that the Company shall (x) maintain, to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of daysmaximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. The Company will cooperate with applicable provision without subjecting the Executive in making Employee to such additional tax or interest and (y) not incur any amendments to this Agreement that the Executive reasonably requests to avoid the imposition additional compensation expense as a result of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementreformation.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes of Section 409A. interpreted to be in compliance therewith. (b) 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 amount amounts or benefit benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything If the Employee is deemed on the date of termination to the contrary in this Agreement, if the Executive is be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) on the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the ExecutiveEmployee’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service death (the “409A Suspension Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall instead be paid or reimbursed to the Employee in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.under

Code Section 409A Compliance. (a) Where this Employment Agreement refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release Agreement, Employee will sign and return the General Release Agreement within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release Agreement plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release Agreement that would otherwise be made during the period for review and revocation of the General Release Agreement will be made, provided that the General Release Agreement is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of Employee’s termination of employment under this Section 6 of the Employment Agreement shall be considered is designated as a separate payment for purposes of Section 409A. 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 amount or benefit upon or following a termination of employment unless such termination 409A purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Internal Revenue Code Section 409A (“while the Company is publicly traded), any deferred compensation payment subject to Section 409A”) and, for purposes of this Agreement, references 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to employment will be withheld and the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date amount of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead withheld will be paid in a lump sum within fourteen (14) days sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the end expiration of the sixth such six month period period, payment to Employee’s beneficiary will be made as soon as reasonably practicable following the Executive’s separation from service, or ExecutiveEmployee’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section 8(c). In no event will the Company have any liability or obligation with the Executive in making any amendments respect to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A for which Employee may become liable as a result of the application of Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) To the extent required for purposes of Code Section 409A. A 409A, if applicable, 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 amount amount, other consideration or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” ” (c) Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the End Date to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment, other consideration or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment, other consideration or benefit shall not be made or provided until the date which is the earlier of: (i) on the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive; or (ii) the date of the Executive’s separation from servicedeath, then any payments to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments, other consideration and benefits delayed pursuant to this Section 12 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments, other consideration and benefits that otherwise would be payable due under this Agreement within shall be paid or provided in accordance with the first six months normal payment dates specified for them herein. (d) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A: (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only right to the extent that such receive installment payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement shall be considered exempt from, or comply with, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with that intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to be exempt from, or to comply with, Code Section 409A. (b) In the event that any provision of this Agreement is determined by the Company or the Executive to not be exempt from, or to not comply with, Code Section 409A, the Company shall fully cooperate with the Executive to reform this Agreement to effect an exemption from Code Section 409A or to correct any noncompliance with Code Section 409A to the extent permitted under any guidance, procedure, or method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a separate payment for purposes means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of noncompliance with Code Section 409A. 409A. (c) 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 amount amounts or benefit benefits that are considered deferred compensation under Code Section 409A that are payable upon or following a termination of employment unless such termination is also a “separation from service” within with the meaning of Internal Revenue Code Section 409A (“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.” ” (d) Notwithstanding anything any other payment date or schedule provided herein to the contrary in this Agreementcontrary, if the Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then each of the following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” to the extent required under Code Section 409A such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of Executive’s separation from service, then any death (the “Delay Period”). All payments or benefits that otherwise would delayed pursuant to the preceding sentence shall be payable under this Agreement within paid to the Executive in a lump sum on the first six months business day of the seventh month following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service”, or Executive’s deathwith interest on any such payments calculated using an interest rate not less than the average prime interest rate published in the Wall Street Journal on such payment date; and (ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, if soonerthe Executive shall pay the cost of such benefits during the Delay Period, but only and the Company shall reimburse the Executive (to the extent that such payments costs would otherwise have been paid by the Company or to the extent that such benefits provide for would otherwise have been provided by the “deferral of compensation” within Company at no cost to the meaning of Section 409A, after application Executive) the Company’s share of the exemptions provided in Sections 1.409A-1(b)(4) cost of such benefits on the first day of the seventh month following the Executive’s “separation from service” and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement benefit shall be provided by the Company following expiration of the Delay Period in accordance with its terms the procedures specified herein. The payments described in this paragraph shall be made with interest, calculated using an interest rate not less than the average prime interest rate published in the Wall Street Journal on such payment date. (as if there had not been e) With respect to any suspension beforehand). To amount of expenses eligible for reimbursement or the extent that severance payments or provision of any in-kind benefits under this Agreement are conditioned on the execution of a release by ExecutiveAgreement, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company within no later than December 31st of the time required year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (f) Notwithstanding any other provision of this Agreement. Whenever a Agreement to the contrary, in no event shall any payment under this Agreement specified that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Code Section 409A. (g) Whenever a provision of this Agreement specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days of such termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder ("Code Section 409A") or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Executive nor Old Point shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “"separation from service” " (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “"termination,” “" or "termination of employment” " or like terms references shall mean “separation from service.” Notwithstanding anything . A "separation from service" shall not occur under Code Section 409A unless such Executive has completely severed Executive's relationship with Old Point or Executive has permanently decreased Executive's services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If Executive is deemed on the date of separation from service with Old Point to be a “"specified employee” (", within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by Old Point from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B) (after taking into account any exclusions applicable to such payment under Section 409A), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive's separation from service or (ii) the date of Executive's death. In the case of benefits required to be delayed under Code Section 409A, however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by Old Point thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Section 18(c) (whether they would have otherwise been payable in a single sum or in installments in the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), absence of such delay) shall instead be paid or reimbursed to Executive in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been the normal payment dates specified for them herein. If any suspension beforehand). To the extent that severance payments or benefits cash payment is delayed under this Agreement are conditioned Section 18(c), then interest shall be paid on the execution amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered 's termination to the Company within date of payment. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the time required right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with Old Point's reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. Whenever In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) When, if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., "payment shall be made within ten (10) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of Old Point. (g) Notwithstanding any of the Company. The Company will cooperate with the provisions of this Agreement, Old Point shall not be liable to Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A

Code Section 409A Compliance. Each payment under The provisions of this Agreement are intended to meet the requirements of Section 409A of the Code, and shall be considered a separate payment for purposes interpreted and construed consistent with that intent. Notwithstanding any other provision of Section 409A. A termination of employment shall not be deemed to have occurred this Agreement, for purposes of any provision of this Agreement providing for the payment of any amount amounts or benefit benefits to the Executive hereunder that is considered to be “deferred compensation” subject to Section 409A upon or following a termination of employment: (a) A termination of employment shall not be deemed to have occurred unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section § 409A (“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.” Notwithstanding anything to the contrary in this Agreement, if the ” (b) If Executive Officer is a “specified employee” (within the meaning of Section 409A) 409A of the Code on the date of the ExecutiveExecutive Officer’s “separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service ” (the “409A Suspension PeriodSeparation Date”), then no such payment shall instead be paid in a lump sum within fourteen (14) days after made or commenced during the end of period beginning on the sixth month period Separation Date and ending on the date that is six months and one day following the Executive’s separation from serviceSeparation Date or, or Executiveif earlier, on the date of Executive Officer’s death, if sooner, but only making such payment on the Separation Date would result in Executive Officer being subject to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of additional taxes or penalties imposed under Section 409A of the Code Code. The amount of any payment that would otherwise be paid to Executive Officer during this period shall instead be paid to Executive Officer on the first business day following the date that is six months and one day following the Separation Date or, if earlier, the date of Executive Officer’s death. (c) Payments with respect to reimbursements of expenses shall be made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement and the amount of in-kind benefits provided that such changes do during a calendar year shall not provide affect the Executive with additional expenses eligible for reimbursement or the amount of in-kind benefits (provided in any other than de minimus benefits) under this Agreementcalendar year.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then any be reimbursed by the Company thereafter when delayed payments or benefits that otherwise would be payable under this Agreement within are made pursuant to the next sentence. On the first six months day of the seventh month following the date of the Executive’s separation from service (or, if earlier, on the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409AExecutive in a lump sum, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not been subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any suspension beforehand)taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. To All reimbursements shall be reimbursed in accordance with the extent that severance payments or benefits Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement are conditioned on the execution Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a release by Executiveseparate payment. (f) When, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The . (g) Notwithstanding any of the provisions of this Agreement, the Company will cooperate with shall not be liable to the Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment under Notwithstanding anything set forth in this Agreement shall be considered a separate payment for purposes to 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. A termination 409A of employment the Internal Revenue Code (the “Code”) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Internal Revenue Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (“Section 409A”) andincluding, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), 200437866 v5 Executive’s right to receive any installment payments under this AgreementAgreement (whether severance payments, references reimbursements or otherwise) shall be treated as a right to receive a “termination,” “termination series of employment” or like terms separate payments and, accordingly, each installment payment hereunder shall mean “separation from service.” at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of 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 payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (within as described above) or until the meaning of Section 409A) on the date effectiveness of the Executive’s separation from serviceRelease, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead all amounts will be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement as soon as practicable in accordance with its terms (as if there had not been Company’s normal payroll practices and no interest will be due on any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementamounts so deferred.

Code Section 409A Compliance. Each Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the Parties is that such payment and benefits shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate interpreted, and such payment for purposes and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company makes no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with the Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for the purposes of any provision of this Agreement providing for the payment of any amount amounts or benefit benefits upon or following a termination of employment the Executive’s Termination Date unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything ” (c) Each payment payable to the contrary Executive under this Agreement on or after the Executive’s Termination Date shall be treated as a separate and distinct “payment” for purposes of Code Section 409A and, further, is intended to be exempt from Code Section 409A, including but not limited to the short-term deferral exemption thereunder. If and to the extent any such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of employment, in this Agreement, if the event the Executive is a “specified employee” (within the meaning of as defined in Code Section 409A) on the date of the Executive’s separation from service), then any payments or benefits such payment that would otherwise would be have been payable under this Agreement within in the first six (6) months following the Executive’s separation from service Termination Date will not be paid to the Executive until the date that is six (6) months and one (1) day following the “409A Suspension Period”Executive’s Termination Date (or, if earlier, the Executive’s date of death), shall instead . Any such deferred payments will be paid in a lump sum within fourteen (14) days after sum; provided that no such actions shall reduce the end amount of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only any payment otherwise payable to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofExecutive under this Agreement. After the 409A Suspension PeriodThereafter, the Executive will receive any remaining payments and benefits due pursuant to this Agreement reminder of such payment shall be payable in accordance with its terms this Agreement. (as if there had not been any suspension beforehand). To d) All expenses or other reimbursements to the extent that severance payments or benefits Executive under this Agreement are conditioned Agreement, if any, shall be made on or prior to the execution last day of a release the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, Executive such reimbursements shall forfeit all rights be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such payments and benefits unless such release is signed and delivered to reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the Company within the time required by this Agreement. expenses eligible for reimbursement in any other taxable year. (e) Whenever a payment under this Agreement specified specifies a period within which such payment period with respect to a number of daysmay be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making . (f) In no event shall any amendments payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement that or otherwise. (g) To the Executive reasonably requests extent required under Code Section 409A, (i) any reference herein to avoid the imposition of taxes term “Agreement” shall mean this Agreement and any other plan, agreement, method, program, or penalties other arrangement, with which this Agreement is required to be aggregated under Code Section 409A of 409A, and (ii) any reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefitsSection 414(b) under this Agreementor 414(c).

Code Section 409A Compliance. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code (“Section 409A”), and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A until Executive has incurred a “separation from service” from the Company within the meaning of Section 409A. Each payment amount to be paid or benefit to be provided under this Agreement shall be considered construed as a separate identified payment for purposes of Section 409A. A termination of employment shall not Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be deemed payable and benefits that would otherwise be provided pursuant to have occurred for purposes of any provision of this Agreement providing for during the payment of any amount or benefit upon or six-month period immediately following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would service shall instead be payable under this Agreement within paid on the first business day after the date that is six months following the Executive’s separation from service (the “409A Suspension Period”)or, shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the if earlier, Executive’s separation from service, or Executive’s date of death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments required to avoid an accelerated or benefits additional tax under this Agreement are conditioned on the execution of a release by ExecutiveSection 409A, amounts reimbursable to Executive shall forfeit all rights be paid to such payments and benefits unless such release is signed and delivered to Executive on or before the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion last day of the Companyyear following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company will cooperate with makes no representation that any or all of the Executive payments described in making any amendments to this Agreement that will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive shall be solely responsible for the Executive reasonably requests to avoid the imposition payment of any taxes or and penalties incurred under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” ” (c) Notwithstanding anything any other payment schedule provided herein to the contrary in this Agreementcontrary, if Employee is deemed on the Executive is date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A) 409A(a)(2)(B), then with regard to any payment that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (i) the expiration of the Executive’s six (6)-month period measured from the date of such “separation from service” of Employee, then any and (ii) the date of Employee’s death to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or benefits that otherwise would in installments in the absence of such delay) shall be payable paid to Employee in a lump-sum, and all remaining payments due under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms the normal payment dates specified for them herein. (as if there had not been any suspension beforehand). d) To the extent that severance payments or benefits under pursuant to this Agreement are conditioned on upon the execution and delivery by Employee of a release by Executiveof claims, Executive Employee shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Employee’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent that any such severance payment to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Company within Release Effective Date under the time required terms of this Agreement applied as though such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Employee’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (e) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (f) For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this AgreementAgreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with . (g) Notwithstanding any other provision of this Agreement to the Executive contrary, in making no event shall any amendments to payment under this Agreement that the Executive reasonably requests to avoid the imposition constitutes “nonqualified deferred compensation” for purposes of taxes or penalties under Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (h) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the Code provided that date of Employee’s termination of employment in accordance with the Company’s payroll practices (or other similar term), the payments of such changes do not provide base salary or other compensation shall be made upon such schedule as in effect upon the Executive with additional benefits (other date of termination, but no less frequently than de minimus benefits) under this Agreementmonthly.”

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes interpreted to be in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit/burden to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (b) 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything to the contrary in this Agreement, if the If Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) on the expiration of the six (6)-month period measured from the date of the Executive’s such “separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following ” of the Executive, and (ii) the date of Executive’s separation from service death (the “409A Suspension Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 20(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall instead be paid or reimbursed to Executive in a lump sum within fourteen (14) days after with interest at the end prime rate as published in The Wall Street Journal on the first business day of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Delay Period, the Executive will receive and any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not been be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any suspension beforehand). To taxable year shall not affect the extent expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that severance payments or benefits the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under this Agreement any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are conditioned on subject to a limit related to the execution of a release by Executive, Executive shall forfeit all rights to period the arrangement is in effect and (iii) such payments and benefits unless such release is signed and delivered to shall be made on or before the Company within last day of Executive’s taxable year following the time required by this Agreement. taxable year in which the expense occurred. (d) Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) The Company shall indemnify Executive, as provided in this subsection (e), if a violation of Code Section 409A occurs as a result of (1) the Company’s clerical error, (2) the Company’s failure to administer this Agreement or any benefit plan or program in accordance with its written terms, or (3) a provision of any benefit plan or program of the Company (other than this Agreement, the SAR Award Agreements or the RSU Award Agreement) that fails to comply with Code Section 409A, and Executive incurs additional tax under Code Section 409A as a result thereof (each an “Indemnified Code Section 409A Violation”). In the event of an Indemnified Code Section 409A Violation, the Company shall reimburse Executive for (i) the 20% additional income tax described in Code Section 409A(a)(1)(B)(i)(II) (to the extent that Executive incurs the 20% additional income tax as a result of the Indemnified Code Section 409A Violation), and (ii) any interest or penalty that is assessed with respect to Executive’s failure to make a timely payment of the 20% additional income tax described in clause (i), provided that Executive pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (i) and clause (ii) are referred to collectively as the “Code Section 409A Tax”). In addition, in the event of an Indemnified Code Section 409A Violation, the Company shall make a payment (the “Code Section 409A Gross-Up Payment”) to Executive such that the net amount Executive retains, after paying any federal, state, or local income tax or FICA tax on the Code Section 409A Gross-Up Payment, shall be equal to the Code Section 409A Tax. The Company will cooperate and Executive shall calculate, adjust (if necessary), and pay or repay the Code Section 409A Gross-Up Payment in accordance with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under procedures specified Annex D (but substituting “Code Section 409A of Tax” for “Excise Tax” wherever the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementlatter term appears in Annex D).

Code Section 409A Compliance. Each payment The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A (or is intended to qualify for purposes of an exemption under Code Section 409A. A 409A) and such payment or benefit is payable upon Executive’s termination of employment shall not or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Code Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have occurred for purposes of no liability to Executive or any other person with respect to whether any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue fails to comply with Code Section 409A (“or fails to satisfy an intended exemption from Code Section 409A”) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms 409A. In no event whatsoever shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required be liable for any additional tax, interest or penalty that may be imposed on Executive by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Code Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.409A.

Code Section 409A Compliance. Each payment To the extent amounts or benefits that become payable under this Agreement shall be considered a separate payment for purposes on account of Section 409A. A the Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amount or benefit upon or following Executive’s death) constitute a termination of employment unless such termination is also distribution under a “separation from servicenonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409ADeferred Compensation”) and), for purposes of this Agreement, references to a “termination,” “the Executive’s termination of employment” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from service.Service” Notwithstanding anything to with the contrary in this Agreement, if the Executive is a “specified employee” (Company within the meaning of Treasury Regulation Section 409A) on 1.409A-1(h). If at the date time of the Executive’s separation from service, the Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following the Executive’s separation from Service and the Company shall then any payments or benefits pay the Executive, without interest, all such Deferred Compensation that would have otherwise would be payable been paid under this Agreement within during the first six months following the Executive’s separation from service (had the “409A Suspension Period”), shall instead be paid in Executive not been a lump sum within fourteen (14) days after the end of the sixth month period following the specified Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension PeriodThereafter, the Company shall pay Executive will receive any remaining payments and benefits due pursuant to this Agreement unpaid Deferred Compensation in accordance with its terms (this Agreement as if there had not been a six-month delay imposed by this paragraph. If any suspension beforehand). To expense reimbursement by the extent that severance payments or benefits Executive under this Agreement are conditioned on is determined to be Deferred Compensation, then the execution reimbursement shall be made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of a release by Executive, Executive the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall forfeit all rights not affect the amount eligible for reimbursement in another year and the right to such payments and benefits unless such release is signed and delivered reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall, subject to the Executive’s consent (such consent not be unreasonably withheld, conditioned or delayed), reform such provision; provided that the Company within shall (x) maintain, to the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of daysmaximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. The Company will cooperate with applicable provision without subjecting the Executive in making to such additional tax or interest and (y) not incur any amendments additional compensation expense as a result of such reformation. For purposes of Code Section 409A, Executive’s right to receive installment payments pursuant to this Agreement that the Executive reasonably requests shall be treated as a right to avoid the imposition receive a series of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementseparate and distinct payments.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless such Executive has completely severed his relationship with the Bank or the Executive has permanently decreased his services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Bank to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then any be reimbursed by the Bank thereafter when delayed payments or benefits that otherwise would be payable under this Agreement within are made pursuant to the next sentence. On the first six months day of the seventh month following the date of the Executive’s separation from service (or, if earlier, on the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only all payments delayed pursuant to this Section 19(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409AExecutive in a lump sum, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been the normal payment dates specified for them herein. If any suspension beforehand). To the extent that severance payments or benefits cash payment is delayed under this Agreement are conditioned Section 19(c), then interest shall be paid on the execution amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of a release by the Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered ’s termination to the Company within date of payment. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the time required right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. Whenever In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) When, if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with Bank. (g) Notwithstanding any of the provisions of this Agreement, the Bank shall not be liable to the Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (b) 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” ” (c) Notwithstanding anything any other payment schedule provided herein to the contrary in this Agreementcontrary, if Employee is deemed on the Executive is date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A) 409A(a)(2)(B), then with regard to any payment that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (i) the expiration of the Executive’s six (6)-month period measured from the date of such “separation from service” of Employee, then any and (ii) the date of Employee’s death to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or benefits that otherwise would in installments in the absence of such delay) shall be payable paid to Employee in a lump-sum, and all remaining payments due under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms the normal payment dates specified for them herein. (as if there had not been any suspension beforehand). d) To the extent that severance payments or benefits under pursuant to this Agreement are conditioned on upon the execution and delivery by Employee of a release by Executiveof claims, Executive Employee shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Employee’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent that any such severance payment to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Company within Release Effective Date under the time required terms of this Agreement applied as though such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Employee’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided herein. (e) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (f) For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this AgreementAgreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with . (g) Notwithstanding any other provision of this Agreement to the Executive contrary, in making no event shall any amendments to payment under this Agreement that the Executive reasonably requests to avoid the imposition constitutes “nonqualified deferred compensation” for purposes of taxes or penalties under Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (h) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of Employee’s termination of employment in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made upon such schedule as in effect upon the date of termination, but no less frequently than monthly.” SECOND: Except as specifically modified herein, the Agreement shall remain in full force and effect in accordance with all of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementterms and conditions thereof.

Code Section 409A Compliance. Each (a) It is intended that this Agreement shall comply with the provisions of Code Section 409A, or be exempt from the application of Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments hereunder, including any salary continuation, shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement shall be considered a separate payment for purposes of Section 409A. 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 amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A Agreement. (“Section 409A”b) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, all taxable reimbursements provided under this Agreement that are subject to Code Section 409A shall be made in accordance with the requirements of Code Section 409A. The amount of taxable expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year. Reimbursement of a taxable eligible expense shall be made in accordance with the Company’s policies and practices and as otherwise provided herein, provided, that, in no event shall reimbursement be made after the last day of the year following the year in which the expense was incurred. The right to reimbursement of a taxable expense is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a “specified employee” (within the meaning for purposes of Code Section 409A) on the date of the Executive’s separation from service, then any payments or benefits payment that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the constitutes “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of deferred compensation” within the meaning of Code Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, that is otherwise due to the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits a result of such Executive’s “separation from service” under this Agreement are conditioned during the six-month period immediately following Executive’s “separation from service” shall be accumulated and paid to the Executive on the execution first day of a release by Executivethe seventh month following such “separation from service” (“Delayed Payment Date”), provided that if the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered dies prior to the Company within payment of such amounts, such amounts shall be paid to the time required by this Agreement. Whenever a payment under personal representative of his estate on the first to occur of the Delayed Payment Date or 10 days following the date of Executive’s death. (d) Notwithstanding any provision in this Agreement specified a payment period with respect to a number the contrary, any references to termination of days, the actual employment or date of payment within termination shall mean and refer to “separation from service” and the specified period shall be within date of such “separation from service” as that term is defined in Code Section 409A. [the sole discretion remainder of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.page is left intentionally blank; signature page follows]

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless the Executive has completely severed the Executive’s relationship with the Bank or the Executive has permanently decreased the Executive’s services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Bank to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then any payments or benefits that otherwise would be payable under this Agreement within reimbursed by the Bank thereafter on the first six months day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death. All payments delayed pursuant to this Section 18(c) (whether they would have otherwise been payable in a single sum or in installments in the “409A Suspension Period”), absence of such delay) shall instead be paid or reimbursed to the Executive in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been the normal payment dates specified for them herein. If any suspension beforehand). To the extent that severance payments or benefits cash payment is delayed under this Agreement are conditioned Section 18(c), then interest shall be paid on the execution amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of a release by the Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered ’s termination to the Company within date of payment. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the time required right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. Whenever In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) When, if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”) or a period of time following termination of employment, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with Bank and, if any specified period covers two calendar years, payment shall be made in the second calendar year. (g) Notwithstanding any of the provisions of this Agreement, the Executive shall be solely liable, and the Bank shall not be liable in making any amendments way to the Executive if any payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for purposes of any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A. 409A or damages for failing to comply with Code Section 409A. (b) 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” ” (within the meaning of Section 409Ac) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under pursuant to this Agreement are conditioned on upon the execution and delivery by the Executive of a release by Executiveof claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Company within Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time required such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that the Executive shall bear the full cost of such benefits during such delay period. (d) For purposes of compliance with Code Section 409A, to the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Section 409A, (i) all expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by this Agreement. Whenever a the Executive, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specified a payment period with respect to a number that constitutes “deferred compensation” for purposes of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Code Section 409A of the be subject to offset by any other amount unless otherwise permitted by Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless such Executive has completely severed his relationship with the Bank or the Executive has permanently decreased his services to 20% or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding 36 month period (or the full period if the Executive has been providing services for less than 36 months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Bank to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then any be reimbursed by the Bank thereafter when delayed payments or benefits that otherwise would be payable under this Agreement within are made pursuant to the next sentence. On the first six months day of the seventh month following the date of the Executive’s separation from service (or, if earlier, on the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only all payments delayed pursuant to this Section 21 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409AExecutive in a lump sum, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been the normal payment dates specified for them herein. If any suspension beforehand). To the extent that severance payments or benefits cash payment is delayed under this Agreement are conditioned Section 21, then interest shall be paid on the execution amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of a release by the Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered ’s termination to the Company within date of payment. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the time required right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement. Whenever , an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (f) When, if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with Bank. (g) Notwithstanding any of the provisions of this Agreement, the Bank shall not be liable to the Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment under (a) This Agreement is intended to comply with the provisions of Section 409A of the Code, and, to the extent practicable, this Agreement shall be considered interpreted and administered in a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of manner so that any amount or benefit upon payable hereunder shall be paid or following provided in a termination manner that is either exempt from or compliant with the requirements Section 409A of employment unless the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Terms used in this Agreement shall have the meanings given such termination is also terms under Section 409A of the Code if, and to the extent required, in order to comply with Section 409A of the Code. (b) The payment schedules provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and shall be interpreted consistently therewith. (c) Any payments under Section 5 shall be made or shall commence only after the Executive has a “separation from service” within with the meaning of Internal Revenue Code Company, as defined under Section 409A of the Code and the guidance issued thereunder. (“Section 409A”d) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charged under Section 409A of the Code, if any of the Company’s stock is publicly traded and the Executive is deemed to be a “specified employee” (within as determined by the meaning Company for purposes of Section 409A409A(a)(2)(B) on the date of the Executive’s separation from serviceCode, then the Executive agrees that any non-qualified deferred compensation payments or benefits that otherwise would be payable due to her under this Agreement within in connection with a termination of employment that would otherwise have been payable at any time during the six (6)-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum on the first six months day of the seventh (7th) month following the Executive’s separation from service (or, if the “409A Suspension Period”)Executive dies during such period, shall instead be paid in a lump sum within fourteen (14) 30 days after the end Executive’s death). (e) Each payment of termination benefits under Section 5 of this Agreement, including, without limitation, each installment payment, shall be considered a separate payment, as described in Treasury Regulations Section 1.409A-2(b)(2), for purposes of Section 409A of the sixth month period following Code. (f) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code, except to the extent specifically permitted or required by Section 409A of the Code. (g) If the Executive is entitled to be paid or reimbursed for any expenses under this Agreement, and such payments or reimbursements are includible in the Executive’s separation from servicefederal gross taxable income, or Executive’s deaththe amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, if sooner, but only to and the extent that such payments or benefits provide for the “deferral reimbursement of compensation” within the meaning of Section 409A, after application an eligible expense must be made no later than December 31 of the exemptions provided year after the year in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofwhich the expense was incurred. After the 409A Suspension Period, No right of the Executive will receive to reimbursement of expenses under Section 4 or any remaining payments and benefits due pursuant to other Section of this Agreement in accordance with its terms shall be subject to liquidation or exchange for another benefit. (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. h) Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with . (i) Notwithstanding any other provision of this Agreement to the Executive contrary, in making no event shall any amendments to payment under this Agreement that the Executive reasonably requests constitutes “nonqualified deferred compensation” subject to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide be subject to offset, counterclaim or recoupment by any other amount payable to the Executive with additional benefits (other than de minimus benefits) under this Agreementunless otherwise permitted by Section 409A of the Code.

Code Section 409A Compliance. Each payment This Agreement is intended to comply with, or be exempt from, Code Section 409A (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent possible, any severance owed under this Agreement shall be considered a separate payment for purposes of construed to fit within the “short-term deferral rule” under Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any other provision of this Agreement providing for to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment of any amount or benefit upon provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service (except as provided in clause (ii)(B) of this Section 5.6) and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination of employment unless such termination is also hereunder does not constitute a “separation from service” within the meaning of Internal Revenue Code Section 409A, then any amounts payable hereunder on account of a termination of the Executive’s employment and which are subject to Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to shall not be paid until the Executive has experienced a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A409A. In addition, after application no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the exemptions provided calendar year immediately following the calendar year in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofwhich such expenses were incurred. After Notwithstanding anything herein to the 409A Suspension Periodcontrary, neither the Company nor any of its Affiliates shall have any liability to the Executive will receive or to any remaining other Person if the payments and benefits due pursuant to this Agreement provided in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests are intended to avoid the imposition of taxes be exempt from or penalties under compliant with Code Section 409A are not so exempt or compliant. Each payment payable hereunder shall be treated as a single payment in a series of payments within the meaning of, and for purposes of, Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment under Notwithstanding anything set forth in this Agreement shall be considered a separate payment for purposes to 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. A termination 409A of employment the Internal Revenue Code (the “Code”) shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also commence until Executive has incurred a “separation from service” within (as such term is defined in the meaning Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of Internal Revenue Code doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (“Section 409A”) andincluding, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this AgreementAgreement (whether severance payments, references reimbursements or otherwise) shall be treated as a right to receive a “termination,” “termination series of employment” or like terms separate payments and, accordingly, each installment payment hereunder shall mean “separation from service.” at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreement, if Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of 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 payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (within as described above) or until the meaning of Section 409A) on the date effectiveness of the Executive’s separation from serviceRelease, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead all amounts will be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement as soon as practicable in accordance with its terms (as if there had not been Company’s normal payroll practices and no interest will be due on any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementamounts so deferred.

Code Section 409A Compliance. Each payment The intent of the parties is that payments and benefits under this Agreement shall be considered a separate payment for purposes of Section 409A. 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 amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, for purposes of this Agreementaccordingly, references to a “termination,” “termination of employment” or like terms the maximum extent permitted, the Agreement shall mean “separation from service.” be interpreted to be in compliance therewith. Notwithstanding anything to the contrary in this the Agreement, if the Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) on the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service, then any payments or benefits that otherwise would be payable under this Agreement within ,” and (ii) the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for required under Code Section 409A. Upon the “deferral of compensation” within the meaning of Section 409A, after application expiration of the exemptions provided foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in Sections 1.409A-1(b)(4a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been any suspension beforehand)the normal payment dates specified for them herein. To the extent that severance payments or benefits under pursuant to this Agreement are conditioned on upon the execution and delivery by Executive of a release by Executiveof claims, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the Company within date of the time required by this AgreementExecutive’s termination of employment. Whenever a To the extent that any such severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the Executive’s termination of employment. The first such payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement specified a payment period with respect to a number had such payments commenced immediately upon the Executive’s termination of daysemployment, the actual date of payment within the specified period and any payments made thereafter shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code continue as provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementherein.

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of a. If any provision of this Agreement providing for the payment (or of any amount award of compensation, including equity compensation or benefit upon benefits) would cause the Executive to incur any additional tax or following a termination of employment unless such termination is also a “separation from service” within the meaning of interest under Internal Revenue Code (“Code”) Section 409A (“or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision, to the extent possible, to comply with Code Section 409A”) and; provided, for purposes that the Company agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of this Agreement, references to a “termination,” “termination the applicable provision without violating the provisions of employment” or like terms shall mean “separation from service.” Code Section 409A. b. Notwithstanding anything any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination of employment to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any ME1 15728518v.2 payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) on such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service, then any payments ” (as such term is defined in Treasury Regulations issued under Code Section 409A) or benefits that otherwise would be payable under this Agreement within (ii) the first six months following the date of Executive’s separation from service death (the “409A Suspension Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall instead be paid or reimbursed to the Executive in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been any suspension beforehand)the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that severance payments or the foregoing applies to the provision of any ongoing welfare benefits under this Agreement are conditioned on to the execution of a release Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall forfeit all rights pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to such payments and benefits unless such release is signed and delivered be paid) to the Company within Executive an amount equal to the time required amount of such premiums paid by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that during the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this AgreementDeferral Period promptly after its conclusion.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes of Section 409A. interpreted to be in compliance therewith. (b) 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 amount amounts or benefit benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything to the contrary in this Agreement, if If the Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) on the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (ii) thirty (30) days from the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service death (the “409A Suspension Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall instead be paid or reimbursed to the Executive in a lump sum within fourteen (14) days after with interest at the end prime rate as published in The Wall Street Journal on the first business day of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Delay Period, the Executive will receive and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent possible, any severance owed under this Agreement shall be considered a separate payment for purposes of construed to fit within the “short-term deferral rule” under Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any other provision of this Agreement providing for to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment of any amount or benefit upon provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination of employment unless such termination is also hereunder does not constitute a “separation from service” within the meaning of Internal Revenue Code Section 409A, then any amounts payable hereunder on account of a termination of the Executive’s employment and which are subject to Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to shall not be paid until the Executive has experienced a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A409A. In addition, after application no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the exemptions provided calendar year following the calendar year in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofwhich such expenses were incurred. After Notwithstanding anything herein to the 409A Suspension Periodcontrary, neither the Company nor any of its affiliates shall have any liability to the Executive will receive or to any remaining other person or entity if this Agreement is, or if the payments and benefits due pursuant to this Agreement provided in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests are intended to avoid the imposition of taxes be exempt from or penalties under compliant with Code Section 409A are, not so exempt or compliant. Each payment payable hereunder shall be treated as a separate payment in a series of payments within the meaning of, and for purposes of, Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment under 5.8.1. The provisions of this Agreement are intended to comply with Section 409A of the Code and any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be considered construed in a separate payment manner consistent with the requirements for purposes of avoiding taxes or penalties under Section 409A. A 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 or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.8.3. To the extent required by Section 409A, 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, Agreement references to a “termination,” “termination of employment” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” , to the maximum extent permitted by that regulation, with any amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) 409A at the time of Executive’s termination, then only that portion of the severance and benefits payable to Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits, in either case, which may be considered deferred compensation under Section 409A that is payable on the date account of the Executive’s separation from servicetermination (other than by reason of death) (together, the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum payment on the date that is six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s termination date, then any payments or benefits that otherwise would delayed in accordance with this paragraph will be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen thirty (1430) days after the end date of the sixth month period following the Executive’s separation from service, death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or Executive’s death, if sooner, but only benefit. 5.8.6. Notwithstanding anything herein to the extent that such payments or benefits provide for contrary, neither the “deferral Company nor any of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, its Affiliates shall have any liability to the Executive will receive or to any remaining other Person if the payments and benefits due pursuant to this Agreement provided in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests are intended to avoid the imposition of taxes be exempt from or penalties under compliant with Section 409A of the Code provided that such changes do are not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementso exempt or compliant.

Code Section 409A Compliance. Each payment The intent of the parties is that payments and benefits under this Agreement shall comply with, or be considered a separate payment for purposes exempt from, Section 409A of Section 409A. 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 amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith; provided, that the Company does not guarantee to Consultant any particular tax treatment with respect to this Agreement and any payments hereunder. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Consultant by Code Section 409A or any damages for failing to comply with Code Section 409A. For purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will Consultant’s right to receive any remaining installment payments and benefits due pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with In no event may Consultant, directly or indirectly, designate the Executive in making calendar year of any amendments payment to be made under this Agreement that is considered non-qualified deferred compensation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the Executive reasonably requests right to avoid reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the imposition amount of taxes expenses eligible for reimbursement, or penalties in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 409A 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Code provided that such changes do not provide Consultant’s taxable year following the Executive with additional benefits (other than de minimus benefits) under this Agreementtaxable year in which the expense was incurred.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then any be reimbursed by the Company thereafter when delayed payments or benefits that otherwise would be payable under this Agreement within are made pursuant to the next sentence. On the first six months day of the seventh month following the date of the Executive’s separation from service (or, if earlier, on the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409AExecutive in a lump sum, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not been subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any suspension beforehand)taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. To All reimbursements shall be reimbursed in accordance with the extent that severance payments or benefits Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement are conditioned on the execution Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a release by Executiveseparate payment. (f) When, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The . (g) Notwithstanding any of the provisions of this Agreement, the Company will cooperate with shall not be liable to the Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for purposes of any additional tax, interest or penalty that may be imposed on the Executive by Section 409A. 409A or damages for failing to comply with Section 409A. (b) 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” (within the meaning of that term under Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of “a separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) on the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s separation from servicedeath, then any to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 5(b) (whether they would have otherwise been payable in a single sum or benefits that otherwise would be payable under this Agreement within in installments in the first six months following the Executive’s separation from service (the “409A Suspension Period”), absence of such delay) shall instead be paid or reimbursed to the Executive in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution a right to receive a series of a release by Executive, Executive shall forfeit all rights to such payments separate and benefits unless such release is signed and delivered to the Company within the time required by this Agreementdistinct payments. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with . (e) Notwithstanding any other provision of this Agreement to the Executive contrary, in making no event shall any amendments to payment under this Agreement that the Executive reasonably requests to avoid the imposition constitutes “nonqualified deferred compensation” for purposes of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (be subject to offset by any other than de minimus benefits) under this Agreement.amount unless otherwise permitted by Section 409A.

Code Section 409A Compliance. Each Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that such payment and benefits shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate interpreted, and such payment for purposes and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company and the Operating Subsidiary make no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Westell Companies be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) 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 amount amounts or benefit benefits upon or following a Executive’s termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” (c) Each severance payment payable to Executive under Section 3.3 shall be treated as a separate and distinct “payment” Notwithstanding anything for purposes of Code Section 409A. Accordingly, any such payments that would otherwise be payable (i) within 2- 1/2 months after the end of the Company’s taxable year containing Executive’s employment termination date, or (ii) within 2- 1/2 months after Executive’s taxable year containing Executive’s employment termination date, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short Term Deferral Period are exempt from Code Section 409A as severance pay due to an involuntary separation from service to the contrary extent that the sum of those payments is equal to or less than the maximum amount described in this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) (the “Involuntary Separation Amount”) because such payments are payable only upon Executive’s “involuntary” separation from service for purposes of Code Section 409A. Accordingly, the sum of (A) such payments that are paid within the Short Term Deferral Period and (B) such payments paid after the Short Term Deferral Period that do not exceed the Involuntary Separation Amount are exempt from Code Section 409A and, therefore, notwithstanding any provision of the Plan to the contrary, if the Executive is a “specified employee” (within the meaning of as defined in Code Section 409A), only those payments that are not otherwise exempt from Code Section 409A under clause (A) on and (B) above and that would otherwise have been payable in the first six (6) months following Executive’s termination of employment will not be paid to Executive until the date that is six months after the date of the Executive’s separation from servicetermination of employment (or, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the if earlier, Executive’s separation from service (the “409A Suspension Period”date of death), shall instead . Any such deferred payments will be paid in a lump sum within fourteen (14) days after sum; provided that no such actions shall reduce the end amount of any payments otherwise payable to Executive under this Agreement. Thereafter, the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that remainder of any such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement shall be payable in accordance with its terms Section 3.3. (as if there had not been any suspension beforehand). To the extent that severance payments d) All expenses or benefits other reimbursements to Executive under this Agreement are conditioned Agreement, if any, shall be made on or prior to the execution last day of a release the taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to the Executive, Executive such reimbursements shall forfeit all rights be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such payments and benefits unless such release is signed and delivered to reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the Company within the time required by this Agreement. expenses eligible for reimbursement in any other taxable year. (e) Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making . (f) In no event shall any amendments payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement that or otherwise. (g) To the Executive reasonably requests extent required under Code Section 409A, (i) any reference herein to avoid the imposition of taxes term “Agreement” shall mean this Agreement and any other plan, agreement, method, program, or penalties other arrangement, with which this Agreement is required to be aggregated under Code Section 409A of 409A., and (ii) any reference herein to the term “Company” and “Operating Subsidiary” shall mean the Company, the Operating Subsidiary, and all persons with whom the Company and the Operating Subsidiary would be considered a single employer under Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefitsSection 414(b) under this Agreementor 414(c).

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then any be reimbursed by the Company thereafter when delayed payments or benefits that otherwise would be payable under this Agreement within are made pursuant to the next sentence. On the first six months day of the seventh month following the date of the Executive’s separation from service (or, if earlier, on the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409AExecutive in a lump sum, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not been subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any suspension beforehand)taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. To All reimbursements shall be reimbursed in accordance with the extent that severance payments or benefits Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement are conditioned on the execution Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a release by Executiveseparate payment. (f) When, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The . (g) Notwithstanding any of the provisions of this Agreement, the Company will cooperate with shall not be liable to the Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment 10.1. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered interpreted to be in compliance therewith. In no event whatsoever shall the Company or IBC LLC be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. 10.2. Notwithstanding anything to the contrary in this Agreement, (i) a separate payment for purposes of Section 409A. 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 amount amounts or benefit benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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,” (ii) if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the date that is immediately following the date of the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”), and (iii) upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.” 10.3. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning with regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the date last day of Executive’s taxable year following the taxable year in which the expense occurred. 10.4. For purposes of Code Section 409A, the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only right to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining installment payments and benefits due pursuant to this Agreement in accordance with its terms (shall be treated as if there had not been a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any suspension beforehand). To the extent that severance payments or benefits payment to be made under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release that is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementconsidered nonqualified deferred compensation.

Code Section 409A Compliance. Each 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be considered treated as a right to a series of separate payment payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (ii) the expenses eligible for purposes reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 409A. A termination 105(b) of employment the Code; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year following the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be deemed subject to have occurred liquidation or exchange for purposes of any provision of another benefit. 11.6 Notwithstanding anything in this Agreement providing for to the contrary, if a payment obligation arises on account of any amount or benefit upon or following a termination of employment unless such termination is also a “Executive’s separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (within as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the meaning exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the first (1st) business day of Section 409Athe seventh (7th) on month following the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement or, if earlier, within the first six months following the Executive’s separation from service fifteen (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (1415) days after the end appointment of the sixth month period following the personal representative or executor of Executive’s separation from service, or estate following Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Executive nor the Company shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,Date of Termination” or “termination of employment” or resignation or like terms references shall mean “separation from service.” Notwithstanding anything . A separation from service shall not occur under Code Section 409A unless Executive has completely severed her employment or contractor relationship with the Company or Executive has permanently decreased her services (via her employment relationship or her consulting relationship) to twenty percent (20%) or less of the contrary average level of bona fide services over the immediately preceding thirty-six (36)-month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A (which is typically after six (6) months although the specific rules and exceptions in this Agreement, if the Code Section 409A shall apply). If Executive is deemed on the date of separation from service with the Company to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Company from time-to-time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service or (ii) the “409A Suspension Period”)date of Executive’s death. In the case of benefits required to be delayed under Code Section 409A, shall instead however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be paid in a lump sum within fourteen (14) days after reimbursed by the end Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the sixth seventh (7th) month period following the date of Executive’s separation from serviceservice or, or if earlier, on the date of Executive’s death, if soonerall payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. If any cash payment is delayed under this Section 8(c) of this Agreement, then interest shall be paid on the amount delayed calculated at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code from the date of Executive’s termination to the date of payment. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not been subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any suspension beforehand)taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. To All reimbursements shall be reimbursed in accordance with the extent that severance payments or benefits Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) Each payment under this Agreement are conditioned on shall be treated as a separate payment for purposes of Code Section 409A. In no event may Executive, directly or indirectly, designate the execution calendar year of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by payment under this Agreement. Whenever Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment of any amounts of deferred compensation subject to Code Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year if required by Code Section 409A. (f) When, if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with If the Executive timing of any payment of deferred compensation is based on a Change in making any amendments Control, if and to this Agreement the extent required by Section 409A of the Code, such payment shall be made on a Change in Control that is a “change in control event” for purposes of Section 409A of the Executive reasonably requests to avoid the imposition of taxes Code or penalties such other earliest permissible date under Section 409A of the Code. (g) The Company and Executive agree to cooperate in good faith to ensure compliance in form and operation with Code provided that such changes do not provide Section 409A to the Executive with additional benefits (other than de minimus benefits) extent Code Section 409A is applicable under this Agreement.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be considered interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) In the event that any provision of this Agreement is determined by the Company or the Executive to not comply with Code Section 409A, the Company shall fully cooperate with Executive to reform this Agreement to correct such noncompliance to the extent permitted under any guidance, procedure, or method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a separate payment for purposes means to avoid or mitigate any taxes, interest, or penalties that would otherwise be incurred by Executive on account of Section 409A. such noncompliance. (c) 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Internal Revenue Code Section 409A (“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.” " (d) Notwithstanding anything any other payment date or schedule provided herein to the contrary in this Agreementcontrary, if the Executive is deemed on the date of termination to be a “"specified employee” (" within the meaning of that term under Code Section 409A409A(a)(2)(B), then each of the following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," to the extent required under Code Section 409A such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive’s , and (B) the date of Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments delayed pursuant to the preceding sentence shall be paid to Executive in a lump sum; and (ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a "separation from service," and such benefits are not otherwise exempt from Code Section 409A, then any payments or Executive shall pay the cost of such benefits that otherwise would be payable under this Agreement within during the first six months following Delay Period, and the Executive’s separation from service Company shall reimburse Executive (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments costs would otherwise have been paid by the Company or to the extent that such benefits provide for would otherwise have been provided by the “deferral of compensation” within Company at no cost to Executive) the meaning of Section 409A, after application Company's share of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After cost of such benefits upon expiration of the 409A Suspension Delay Period, the Executive will receive and any remaining payments and benefits due pursuant to this Agreement shall be reimbursed or provided by the Company in accordance with its terms the procedures specified herein. (as if there had not been e) Notwithstanding any suspension beforehand). To the extent that severance payments or benefits under other provision of this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a contrary, in no event shall any payment under this Agreement specified that constitutes "deferred compensation" for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Code Section 409A. (f) Whenever a provision of this Agreement specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days of such termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment To the extent amounts or benefits that become payable under this Agreement shall be considered a separate payment for purposes on account of Section 409A. A Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amount or benefit upon or following Executive’s death) constitute a termination of employment unless such termination is also distribution under a “separation from servicenonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409ADeferred Compensation”) and), for purposes of this Agreement, references to a “termination,” “Executive’s termination of employment” or like terms employment shall mean be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employeeExecutive” (within the meaning of Code Section 409A) 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the date first business day of the seventh month following Executive’s separation from serviceService and Company shall then pay Executive, then any payments or benefits without interest, all such Deferred Compensation that would have otherwise would be payable been paid under this Agreement within during the first six months following the Executive’s separation from service (the “409A Suspension Period”)had Executive not been a specified Executive. Thereafter, Company shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the pay Executive will receive any remaining payments and benefits due pursuant to this Agreement unpaid Deferred Compensation in accordance with its terms (this Agreement as if there had not been a six-month delay imposed by this paragraph. If any suspension beforehand). To the extent that severance payments or benefits expense reimbursement by Executive under this Agreement are conditioned on is determined to be Deferred Compensation, then the execution reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of a release by Executive, Executive the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall forfeit all rights not affect the amount eligible for reimbursement in another year and the right to such payments and benefits unless reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such release is signed and delivered provision; provided that Company shall (x) maintain, to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of daysmaximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. The Company will cooperate with the applicable provision without subjecting Executive in making to such additional tax or interest and (y) not incur any amendments to this Agreement that the Executive reasonably requests to avoid the imposition additional compensation expense as a result of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementreformation.

Code Section 409A Compliance. Each Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that such payment and benefits shall comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate interpreted, and such payment for purposes and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company and the Operating Subsidiary make no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Westell Companies be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) 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 amount amounts or benefit benefits upon or following a Executive’s termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” (c) Each severance payment payable to Executive under Section 3.3 or 3.4, as applicable, shall be treated as a separate and distinct “payment” Notwithstanding anything for purposes of Code Section 409A. Accordingly, any such payments that would otherwise be payable (i) within 2-½ months after the end of the Company’s taxable year containing Executive’s employment termination date, or (ii) within 2-½ months after Executive’s taxable year containing Executive’s employment termination date, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short Term Deferral Period are exempt from Code Section 409A as severance pay due to an involuntary separation from service to the contrary extent that the sum of those payments is equal to or less than the maximum amount described in this AgreementTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) (the “Involuntary Separation Amount”) because such payments are payable only upon Executive’s “involuntary” separation from service for purposes of Code Section 409A. Accordingly, the sum of (A) such payments that are paid within the Short Term Deferral Period and (B) such payments paid after the Short Term Deferral Period that do not exceed the Involuntary Separation Amount are exempt from Code Section 409A and, therefore, notwithstanding any provision of the Plan to the contrary, if the Executive is a “specified employee” (within the meaning of as defined in Code Section 409A), only those payments that are not otherwise exempt from Code Section 409A under clause (A) on and (B) above and that would otherwise have been payable in the first six (6) months following Executive’s termination of employment will not be paid to Executive until the date that is six months after the date of the Executive’s separation from servicetermination of employment (or, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the if earlier, Executive’s separation from service (the “409A Suspension Period”date of death), shall instead . Any such deferred payments will be paid in a lump sum within fourteen (14) days after sum; provided that no such actions shall reduce the end amount of any payments otherwise payable to Executive under this Agreement. Thereafter, the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that remainder of any such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement shall be payable in accordance with its terms Section 3.3 or 3.4, as applicable. (as if there had not been any suspension beforehand). To the extent that severance payments d) All expenses or benefits other reimbursements to Executive under this Agreement are conditioned Agreement, if any, shall be made on or prior to the execution last day of a release the taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to the Executive, Executive such reimbursements shall forfeit all rights be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such payments and benefits unless such release is signed and delivered to reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the Company within the time required by this Agreement. expenses eligible for reimbursement in any other taxable year. (e) Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making . (f) In no event shall any amendments payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement that or otherwise. (g) To the Executive reasonably requests extent required under Code Section 409A, (i) any reference herein to avoid the imposition of taxes term “Agreement” shall mean this Agreement and any other plan, agreement, method, program, or penalties other arrangement, with which this Agreement is required to be aggregated under Code Section 409A of 409A., and (ii) any reference herein to the term “Company” and “Operating Subsidiary” shall mean the Company, the Operating Subsidiary, and all persons with whom the Company and the Operating Subsidiary would be considered a single employer under Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefitsSection 414(b) under this Agreementor 414(c).

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate payment manner consistent with the requirements for purposes of avoiding taxes or penalties under Code Section 409A. 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless such Executive has completely severed Executive’s relationship with the Bank or the Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Bank to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then any payments or benefits that otherwise would be payable under this Agreement within reimbursed by the Bank thereafter on the first six months day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the “409A Suspension Period”)right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall instead not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in a lump sum within fourteen (14) days after the end two or more installments, for purposes of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4each installment shall be treated as a separate payment. (f) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension PeriodWhen, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executiveever, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with Bank. (g) Notwithstanding any of the provisions of this Agreement, the Executive shall be solely liable, and the Bank shall not be liable in making any amendments way to the Executive if any payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee” (”, within the meaning of that term under Code Section 409A409A(a)(2)(B) on and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then any be reimbursed by the Company thereafter when delayed payments or benefits that otherwise would be payable under this Agreement within are made pursuant to the next sentence. On the first six months day of the seventh month following the date of the Executive’s separation from service (or, if earlier, on the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end date of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409AExecutive in a lump sum, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as if there had permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not been subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any suspension beforehand)taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. To All reimbursements shall be reimbursed in accordance with the extent that severance payments or benefits Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement are conditioned on the execution Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a release by Executiveseparate payment. (f) When, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The .” (g) Notwithstanding any of the provisions of this Agreement, the Company will cooperate with shall not be liable to the Executive in making if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be considered construed in a separate manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Holding Company nor the Bank shall take any action to accelerate or delay the payment for purposes of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amount amounts or benefit benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination,” or “termination of employment” or like terms references shall mean separation from service. A “separation from service.” Notwithstanding anything shall not occur under Code Section 409A unless such Employee has completely severed Employee’s relationship with the Bank and its affiliates (as determined under Code Section 409A) or Employee has permanently decreased Employee’s services to twenty percent (20%) or less of the contrary in this Agreement, average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Employee has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the Executive time required under Code Section 409A. If Employee is deemed on the date of separation from service with the Bank to be a “specified employee” (”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s separation from service or (ii) the date of Employee’s death. In the case of benefits required to be delayed under Code Section 409A) , however, Employee may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), absence of such delay) shall instead be paid or reimbursed to Employee in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from servicesum, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to under this Agreement shall be paid or provided in accordance with its terms (as if there had not been the normal payment dates specified for them herein. If any suspension beforehand). To the extent that severance payments or benefits cash payment is delayed under this Agreement are conditioned Section 11(c), then interest shall be paid on the execution amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered Employee’s termination to the Company within date of payment. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the time required right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. Whenever In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Employee that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment. (f) When, if ever, a payment under this Agreement specified specifies a payment period with respect reference to a number of daysdays (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Bank. (g) Notwithstanding any of the provisions of this Agreement, neither the Holding Company will cooperate with nor the Executive in making Bank shall be liable to Employee if any amendments payment or benefit which is to be provided pursuant to this Agreement that the Executive reasonably requests and which is considered deferred compensation subject to avoid the imposition of taxes or penalties under Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.Section 409A.

Code Section 409A Compliance. Each payment (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be considered a separate payment for purposes of Section 409A. interpreted to be in compliance therewith. (b) 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 amount amounts or benefit benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“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.” Notwithstanding anything If the Employee is deemed on the date of termination to the contrary in this Agreement, if the Executive is be a “specified employee” (within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) on the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the ExecutiveEmployee’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service death (the “409A Suspension Delay Period”), shall instead be paid in a lump sum within fourteen (14) days after . Upon the end expiration of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Delay Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.all

Code Section 409A Compliance. Each payment under To the extent applicable, it is intended that this Agreement shall be considered a separate payment for purposes award and the Plan comply with the requirements of Section 409A. A termination 409A of employment shall not be deemed the Code and any related regulations or other guidance promulgated with respect to have occurred for purposes such Section by the U.S. Department of any provision of this Agreement providing for the payment of any amount Treasury or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Service. Any provision that would cause the Plan or this award to fail to satisfy Section 409A (“shall have no force or effect until amended to comply with Section 409A”) and, for purposes of this Agreement, references which amendment may be retroactive to a “termination,” “termination of employment” or like terms shall mean “separation from service.” the extent permitted by Section 409A. Notwithstanding anything to the contrary in this Agreement, in no event will any Shares issuable pursuant to this award be issued later than March 15th of the calendar year following the calendar year in which corresponding portion of the award has vested. (a) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon your Termination of Employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”). (b) Notwithstanding anything in this Agreement to the contrary, if you are deemed by the Executive is Company at the time of your Separation from Service to be a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning purposes of Section 409A, after application to the extent delayed commencement of any portion of the exemptions provided benefits to which you are entitled under this Agreement is required in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After order to avoid a prohibited distribution under Section 409A, such portion of the 409A Suspension Period, the Executive will receive any remaining payments and benefits due Shares issuable to you pursuant to this Agreement in accordance award shall not be provided to you prior to the earlier of (x) the expiration of the six-month period measured from the date of your Separation from Service with its terms the Company or (as if there had not been y) the date of your death. Within thirty (30) days following the expiration of the applicable foregoing period, all Shares deferred pursuant to the preceding sentence shall be issued to you (or your estate or beneficiaries), and any suspension beforehand). To the extent that severance payments or benefits remaining Shares due to you under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights be paid as otherwise provided herein. (c) Your right to such receive any installment payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (d) Notwithstanding the foregoing, if a Change in Control would give rise to a payment period or settlement event with respect to a number of days, the actual date of any payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to or benefit under this Agreement that constitutes “nonqualified deferred compensation,” the Executive reasonably requests transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to avoid give rise to the imposition of taxes payment or penalties under settlement event for such payment or benefit, to the extent required by Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.409A.

Code Section 409A Compliance. Each This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be considered treated as a separate payment for purposes of Section 409A. A payment. Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit made upon or following a termination of employment unless such termination is also a “separation from service” within under Section 409A. The parties intend that the meaning provisions of Internal Revenue Code this Agreement will operate in a manner that will avoid adverse federal income tax consequences under Section 409A. If a payment under this Agreement to the Executive is subject to the requirements of Section 409A, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under Section 409A and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (“Section 409A”6) andmonths from the Executive’s Termination Date if it is determined that as of such Termination Date, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within and such amounts are deemed to be “deferred compensation” subject to the meaning requirements of Section 409A) on 409A. Notwithstanding the date of foregoing, the Executive’s separation from service, then any Company makes no representations or warranty that the payments or and benefits that otherwise would be payable provided under this Agreement within comply with Section 409A and in no event shall the first six months following the Executive’s separation from service (the “409A Suspension Period”)Company be liable for all or any portion of any taxes, shall instead penalties, interest or other expenses that may be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, incurred by the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance on account of non-compliance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.409A.

Code Section 409A Compliance. Each 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be considered treated as a right to a series of separate payment payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (ii) the expenses eligible for purposes reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 409A. A termination 105(b) of employment the Code; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year following the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be deemed subject to have occurred liquidation or exchange for purposes of any provision of another benefit. 11.6 Notwithstanding anything in this Agreement providing for to the contrary, if a payment obligation arises on account of any amount or benefit upon or following a termination of employment unless such termination is also a “Executive’s separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (within as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the meaning exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the first (1st) business day of Section 409Athe seventh (7th) on month following the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement or, if earlier, within the first six months following the Executive’s separation from service fifteen (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (1415) days after the end appointment of the sixth month period following the personal representative or executor of Executive’s separation from service, or estate following Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreement.

Code Section 409A Compliance. Each payment under 5.7.1. The provisions of this Agreement are intended to comply with Section 409A of the Code and any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be considered construed in a separate payment manner consistent with the requirements for purposes of avoiding taxes or penalties under Section 409A. A 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 or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.7.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.7.3. To the extent required by Section 409A, 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 amount amounts or benefit benefits upon or following a termination of employment unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, Agreement references to a “termination,” “termination of employment” or like terms shall mean “Separation from Service. 5.7.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short- term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” , to the maximum extent permitted by that regulation, with any amount that is not exempt from Section 409A being subject to Section 409A. 5.7.5. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) 409A at the time of Executive’s termination, then only that portion of the severance and benefits payable to Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits, in either case, which may be considered deferred compensation under Section 409A that is payable on the date account of the Executive’s separation from servicetermination (other than by reason of death) (together, the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum payment on the date that is six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s termination date, then any payments or benefits that otherwise would delayed in accordance with this paragraph will be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen thirty (1430) days after the end date of the sixth month period following the Executive’s separation from service, death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or Executive’s death, if sooner, but only benefit. 5.7.6. Notwithstanding anything herein to the extent that such payments or benefits provide for contrary, neither the “deferral Company nor any of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, its Affiliates shall have any liability to the Executive will receive or to any remaining other Person if the payments and benefits due pursuant to this Agreement provided in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests are intended to avoid the imposition of taxes be exempt from or penalties under compliant with Section 409A of the Code provided that such changes do are not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementso exempt or compliant.

Code Section 409A Compliance. Each The compensation and benefits payable pursuant this Release are intended to be exempt from, or comply with, as applicable, the requirements of Internal Revenue Code Section 409A and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). To the extent applicable, this Release shall be interpreted in accordance with Section 409A. Notwithstanding any other provision of this Release to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, and a payment or benefit provided for in this Release would be subject to additional tax under Section 409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Section 409A), then such payment or benefit required under this Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment Release shall not be deemed to have occurred for purposes of any provision of this Agreement providing for paid (or commence) during the six-month period immediately following Executive’s separation from service. If the payment of any such amount is delayed in accordance with the previous sentence, then any payments or benefit benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Section 409A shall instead be paid to Executive in a lump-sum cash payment on the first regular payroll date of the seventh month following Executive’s separation from service or such earlier date upon or following which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death). If Executive’s termination of employment unless such termination is also hereunder does not constitute a “separation from service” within the meaning of Internal Revenue Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Section 409A (“Section 409A”) and, for purposes or any exemption therefrom that requires the occurrence of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything as a condition to the contrary in this Agreement, if the payment) shall not be paid until Executive is has experienced a “specified employee” (within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Payments made hereunder that are subject to Section 409A may not be accelerated or delayed, except as specifically allowed under Section 409A. Notwithstanding any provision of this Release to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Release may be subject to Section 409A, after application the Company and Executive shall cooperate in good faith to adopt such amendments to this Release or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are reasonably necessary or appropriate to preserve the intended tax treatment of the exemptions provided in Sections 1.409A-1(b)(4compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and 1.409A-1(b)(9)(ii)-(vbenefits payable under this Release from Section 409A, and/or (ii) thereofcomply with the requirements of Section 409A, provided, that this Section 12 does not, and shall not be construed so as to, create any obligation on the part of the Company or any affiliate to adopt any such amendments, policies or procedures or to take any other such actions. After Notwithstanding anything herein to the 409A Suspension Periodcontrary, neither the Company nor any of its affiliates shall have any liability to Executive will receive or to any remaining other person if the payments and benefits due pursuant provided in this Release that are intended to this Agreement in accordance with its terms (as if there had be exempt from, or compliant with, Section 409A are not been so exempt or compliant or for any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executivetaxes, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of taxes interest or penalties imposed under Section 409A or any corresponding provision of state or local law. Each payment payable hereunder in series of installments, shall be treated as a separate payment in a series of payments within the Code provided meaning of, and for purposes of, Section 409A. By signing below, Executive attests that such changes do not provide Executive has had ample time and opportunity to review this Release and Executive understands, accepts, and agrees to be bound by the terms of this Release. Executive further acknowledges that Executive has been given the opportunity to discuss this Release with additional benefits (other than de minimus benefits) under this Agreementprivate legal counsel and has done so to the extent Executive wishes.

Code Section 409A Compliance. Each payment (i) To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A and, to the extent that any such amount or benefit is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. This Agreement shall be considered interpreted and administered to the extent possible in a separate payment manner consistent with the foregoing statement of intent. (ii) Notwithstanding anything in this Agreement or elsewhere to the contrary, for purposes of determining the payment date of any amounts that are treated as nonqualified deferred compensation under Section 409A. A 409A of the Code that become payable under this Agreement in connection with a termination of employment, the date that the Employee is deemed to have incurred 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 amount or benefit upon or following a termination of employment unless such termination is also date on which the Employee has incurred a “separation from service” within the meaning of Internal Revenue Treasury Regulation section 1.409A-1(h), or in subsequent IRS guidance under Code Section 409A section 409A. (“iii) For purposes of Section 409A”, each salary continuation payment payable under Section 8(d) and, for purposes shall constitute a separate “payment” within the meaning of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from serviceTreasury Regulation Section 1.409A-2(b)(2).” (iv) Notwithstanding anything in this Agreement or elsewhere to the contrary in this Agreementcontrary, if the Executive Company reasonably determines that (A) the Employee is a “specified employee” (within the meaning of Treasury Regulation Section 409A1.409A-1(i)) on the date of the ExecutiveEmployee’s “separation from service, then ” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and (B) commencement of any payments or other benefits that otherwise would be payable under this Agreement within in connection with the first six months following the ExecutiveEmployee’s separation from service on the scheduled payment dates specified in Sections 8(c) through (e), will subject the Employee to an “additional tax” under Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “Section 409A Suspension PeriodTax”), then the Company shall instead be paid in a lump sum within fourteen (14) days after the end withhold payment of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that any such payments or benefits provide until the first business day of the seventh month following the date of the Employee’s separation from service or, if earlier, the date of the Employee’s death (the “Delayed Payment Date”). In the event that this Section 8(g)(iv) requires any payments to be withheld, such withheld payments shall be accumulated and paid in a single lump sum, without interest, on the Delayed Payment Date. (v) In each case where this Agreement provides for the “deferral payment of compensation” an amount that constitutes nonqualified deferred compensation under Section 409A to be made to the Employee within a designated period (e.g., within 30 days after the meaning date of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4termination) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Periodsuch period begins and ends in different calendar years, the Executive will receive any remaining payments exact payment date within such range shall, subject to Section 8(g)(iv) above, be determined by the Company, in its sole discretion, and benefits due pursuant the Employee shall have no right to this Agreement designate the year in accordance with its terms (as if there had not been any suspension beforehand). To which the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. made. (vi) The Company will cooperate with and the Executive in making any amendments Employee may agree to this Agreement that the Executive reasonably requests take other actions to avoid the imposition of taxes or penalties a Section 409A Tax at such time and in such manner as permitted under Section 409A. (vii) Notwithstanding anything herein to the contrary, the Employee expressly agrees and acknowledges that in the event that any Section 409A Tax is imposed in respect of any compensation or benefits payable to the Employee, whether under this Agreement or otherwise, then (A) the payment of such Section 409A Tax shall be solely the Employee’s responsibility, (B) neither the Company, its affiliated entities nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such Section 409A Tax, and (C) the Employee shall indemnify and hold harmless, to the greatest extent permitted under law, each of the Code provided foregoing from and against any claims or liabilities that may arise in respect of any such changes do Section 409A Tax.” 5. The Original Agreement is and shall continue in full force and effect, except as amended by this Second Amendment, and except that all references in the Original Agreement to the “Agreement” or words of like import referring to the Original Agreement shall mean the Original Agreement as amended by this Second Amendment. 6. Any and all capitalized terms which are not provide explicitly defined herein shall have the Executive with additional benefits (other than de minimus benefits) under this meaning ascribed to them in the Original Agreement. 7. This Second Amendment may be signed in counterpart originals, which collectively shall have the same legal effect as if all signatures appeared on the same physical document. This Second Amendment may be signed and exchanged by electronic or facsimile transmission, with the same legal effect as if the signatures had appeared in original handwriting on the same physical document.