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 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 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 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 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 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 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. 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 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 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 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 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. 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 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 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 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 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 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 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 18 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 Notwithstanding anything in this Section 8 to the contrary, if any benefit or amount payable to the Executive under this Agreement shall be considered a separate payment for purposes Section 8 on account of Section 409A. A the Executive’s termination of employment shall not be deemed to have occurred for purposes constitutes “nonqualified deferred compensation” within the meaning of any Section 409A of the Internal Revenue Code of 1986, as amended or successor provision of this Agreement providing for the (“409A”), payment of any such benefit or amount or benefit upon or following a termination of employment unless such termination is also shall commence when the Executive incurs a “separation from service” within the meaning of Internal Revenue Treasury Regulation Section 1.409A-1(h), which provides that a separation from service will be deemed to occur if the Company and the Executive reasonably anticipate that Executive shall perform no further services for the Company and any entity that would be considered a single employer with the Company under Code Section 409A 414(b) or 414(c) (“Section 409A”whether an employee or an independent contractor) and, for purposes or that the level of bona fide services Executive will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than 49 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period. Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement, Section 8 by substituting the references to a “termination,” “termination of employment” or like terms shall mean “termination” with “separation from service.” Notwithstanding anything to the contrary in this Agreement”; however, if at the time Executive incurs a separation from service, Executive is a “specified employee” (within the meaning of 409A, any benefit or amount payable to the Executive under this Section 409A) 8 on the date account of the Executive’s separation from service, then any payments or benefits termination of employment that otherwise would constitutes nonqualified deferred compensation subject to 409A shall be payable under this Agreement within delayed until the first six months 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) . Within 14 calendar 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 Company shall pay to the Executive will (or his estate or beneficiary, as applicable) a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest rate of not less than the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to provide under this Section 8 but for the imposition of the 409A Suspension Period. Thereafter, the Executive shall receive any remaining payments and benefits due pursuant to under this Agreement Section 8 in accordance with its the terms of this Section (as if there had not been any suspension period beforehand). To For purposes of this Agreement, each payment that is part of a series of installment payments shall be treated as a separate payment for purposes of 409A. Notwithstanding anything in this Agreement to the extent that severance payments or contrary, all reimbursements and in-kind benefits provided under this Agreement are conditioned on shall be made in accordance with the execution following requirements of a release 409A: (i) the reimbursement of eligible expenses will be made no later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive; (ii) the amount of expenses eligible for reimbursement, Executive shall forfeit all rights or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to such payments be provided in any other calendar year; and (iii) any right to reimbursement of eligible expenses or in-kind benefits unless such release is signed and delivered not subject to liquidation or exchange for any other benefit. In addition, notwithstanding anything in this Agreement to the Company within the time required by this Agreement. Whenever a contrary, (x) any tax gross-up 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, including under Sections 5.4(ii) and 8.8 hereof, shall be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes, and (y) reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are subject to the audit or litigation are remitted to the related taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of Executive’s taxable year following the taxable year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation.

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 is, on Executive’s 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 Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) on the date that is six months and one day after Executive’s Separation From Service or (b) the date of the Executive’s separation from servicedeath (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 Executive a lump sum within fourteen (14) days after amount equal to the end sum of the sixth month period following the payments upon Executive’s separation from service, or Executive’s death, Separation From Service that Executive would otherwise have received through the 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)the applicable payment schedules set forth in this Agreement. To None of 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 will commence or otherwise be delivered prior 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 effective date of payment within the specified Release. If the period shall be within of time Executive has to execute 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.Release “crosses over” two

Code Section 409A Compliance. Each payment under this Agreement The Company and the Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be considered completed in a separate payment for purposes of Section 409A. A termination of employment manner consistent with such view. The Company and the Executive each agree that upon the Retirement Date, the Executive 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 experience a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this AgreementAgreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, references to a “termination,” “termination of employment” the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Transition Period shall instead be paid on the first business day after the date that is six months following the Retirement Date (or like terms shall mean “separation from service.” death, if earlier). 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 all reimbursements and in-kind benefits that otherwise would be payable provided under this Agreement within shall be made or provided in accordance with 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 requirements of Section 409A, after application including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense shall be made no later than the last day of the exemptions provided calendar year following the year in Sections 1.409A-1(b)(4which the expense is incurred; and (z) and 1.409A-1(b)(9)(ii)-(v) thereofthe right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. After Neither the 409A Suspension PeriodCompany nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Section 409A), or penalties or interest with respect thereto, as a result of the Executive will receive payment of 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 compensation or benefits under this Agreement are conditioned on hereunder or the execution inclusion of a release by any such compensation or benefits or the value thereof in the Executive, ’s income. The Executive shall forfeit all rights to such payments acknowledges and benefits unless such release is signed and delivered to agrees that 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 not be within the sole discretion of the Company. The Company will cooperate with the Executive in making responsible for any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of additional taxes or penalties under resulting from the application of 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 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 Section 409A. Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementinformation has been omitted.

Code Section 409A Compliance. Each To the extent that any payment or benefit under this the Employment Agreement shall constitutes a “deferral of compensation” subject to Code Section 409A, then, notwithstanding anything in the Employment Agreement to the contrary, such payments or benefits that are to be considered a separate payment for purposes of Section 409A. A paid upon the Employee’s termination of employment shall not be deemed paid 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 Employee until the Employee has experienced a “separation from service” within as defined in Code Section 409A from the meaning of Internal Revenue Company or an affiliate who is treated as the employer under Code Section 409A (collectively the “Section 409ACompany”) and). If under this Agreement, an amount is to be paid in two or more installments, 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 Code Section 409A, each installment shall be treated as a separate payment. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) on the date 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 (except as otherwise allowed under Code Section 409A). All such reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. The provisions of the Executive’s separation from service, then Employment Agreement governing any payments payment 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 benefit constituting 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 shall be interpreted and operated consistently with the meaning requirements of Code Section 409A409A. The Company shall not be liable to the Employee if any payment or benefit which is to be provided pursuant to the Employment Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, 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 Periodor be exempt from, 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 requirements 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 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. This Agreement is intended to comply with the requirements of Code Section 409A or an exemption or exclusion therefrom and, with respect to amounts that are subject to Code Section 409A, shall in all respects be administered in accordance with Code Section 409A. Each payment under this Agreement shall be considered treated as a separate payment for purposes of Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes In no event may Executive, directly or indirectly, designate the calendar year of any provision payment to be made under this Agreement. If Executive dies following the date of this Agreement providing for termination and prior to the payment of any amount or benefit upon or following a termination amounts delayed on account of employment unless Code Section 409A, such termination is also a “separation from service” amounts shall be paid to the personal representative of Executive’s estate within 30 days after the date of Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Internal Revenue Code Section 409A (“shall be made or provided in accordance with the requirements of Code Section 409A”, including, without limitation, that (i) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms in no event shall mean “separation from service.” Notwithstanding anything to reimbursements by 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 Company 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 later than the end of the sixth month period calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) Executive’s separation from service, right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s deathremaining lifetime (or if longer, if soonerthrough the 20th anniversary of Effective Date). The Company may, but only in consultation with Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to Executive, in order to cause the extent that such payments or benefits provide for provisions of the “deferral Agreement to comply with the requirements 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 receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (so 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 and penalties under on Executive pursuant to 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 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 Section 409A. A 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”). For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (any definitions hereunder, and any ambiguities or ambiguous terms) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. Accordingly, to the extent required to be exempt from or comply with Section 409A, references to the termination of Executive’s employment shall not be deemed to have occurred for purposes of any provision of or similar phrases used in this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a will mean Executive’s “separation from service” within the meaning of Internal Revenue Code Section 409A. 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 is, on Executive’s 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 Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) on the date that is six months and one day after Executive’s Separation From Service or (b) the date of the Executive’s separation from servicedeath (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 Executive a lump sum within fourteen (14) days after amount equal to the end sum of the sixth month period following the payments upon Executive’s separation from service, or Executive’s death, Separation From Service that Executive would otherwise have received through the 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 applicable payment schedules set forth in this Agreement. Whenever In no event will the Company or any of its subsidiaries or affiliates have any responsibility, liability or obligation to reimburse, indemnify, or hold harmless Executive for any taxes imposed, or other costs incurred, as a payment under this Agreement specified a payment period with respect to a number result of days, the actual date of payment within the specified period shall be within the sole discretion Section 409A of the CompanyCode. The Company will cooperate with reserves the Executive in making any amendments right to amend this Agreement that as it considers necessary or advisable, in its sole discretion and without the consent of Executive reasonably requests or any other individual, to comply with any provision required to avoid the imposition of taxes or penalties the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of the Code any benefits or imposition of any additional tax. In no event will Executive have any discretion to choose Executive’s taxable year in which any payments or benefits are 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 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 Notwithstanding any other 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 Agreementcontrary, if the Executive is a “"specified employee” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after the Executive’s "separation from service" (within the meaning of Code Section 409A) on the date of the Executive’s separation from service), then any payments such payment or benefits that otherwise would be payable benefit required under this Agreement within shall not be paid (or commence) during the first six months six-month period immediately following the Executive’s separation from service (except as provided in the “immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A Suspension Period”), shall instead be paid to the Executive in a lump lump-sum within fourteen cash payment, without interest, on the earlier of (14i) days after the end first business day of the sixth seventh month period following the Executive’s separation from service, service or (ii) the 10th business day following the Executive’s death, if sooner, but only to . If the extent that such payments or benefits provide for the “deferral Executive’s termination of compensation” employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, after application then any amounts payable hereunder on account of a termination of the exemptions provided in Sections 1.409A-1(b)(4) Executive’s employment and 1.409A-1(b)(9)(ii)-(v) thereof. After which are subject to Code Section 409A shall not be paid until the 409A Suspension PeriodExecutive has experienced a "separation from service" within the meaning of Code Section 409A. In addition, the Executive will receive any remaining payments and benefits due pursuant Executive’s right 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 reimbursement under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments may not be liquidated or exchanged for any other benefit and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment no reimbursement under this Agreement specified a payment period with respect to a number of days, may occur later than the actual date of payment within the specified period shall be within the sole discretion last day of the Company. The Company will cooperate with calendar year immediately following the Executive calendar year 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 which such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementexpenses were incurred.

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. (signature page follows) 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 under this Agreement shall The Company and you each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are either exempt from or intended to be considered a separate payment for purposes in compliance with the requirements of Section 409A. A termination 409A of employment shall not the Code and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting will be deemed to have occurred for purposes of any provision of this Agreement providing for completed in a manner consistent with such view. The Company and you each agree that upon the payment of any amount or benefit upon or following a termination of employment unless such termination is also Retirement Date, you will experience a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this AgreementAgreement will be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, references to a “termination,” “termination the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Severance Pay amounts in Section 3.1(b) that would otherwise be payable pursuant to this Agreement on account of employment” or like terms shall mean “separation from service.” service during the six-month period immediately following the Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). 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 all reimbursements and in-kind benefits that otherwise would be payable provided under this Agreement within the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead 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, made 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 requirements 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 Code, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates will be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such changes do compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not provide be responsible for any additional taxes or penalties resulting from the Executive with additional benefits (other than de minimus benefits) under this Agreement.application of Section 409A.

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 3.6) 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 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 no reimbursement 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 in-kind benefit shall be within subject to liquidation or exchange for another benefit and the sole discretion of amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the Company. The Company will cooperate with the Executive amount available for reimbursement, or in-kind benefits to be provided, 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.a subsequent calendar ​ ​ ​

Code Section 409A Compliance. Each The compensation and benefits payable pursuant this Agreement 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 Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, and a payment or benefit provided for in this Agreement 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 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 in 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 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 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 any provision of this Agreement to the 409A Suspension Periodcontrary, in the event that following the Effective Date, the Company or the Executive will receive reasonably determines that 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 compensation or benefits payable under this Agreement are conditioned on may be subject to Section 409A, the execution of a release by Executive, Company and Executive shall forfeit all rights cooperate in good faith to adopt 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 or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Parties determine are reasonably necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, that this Section 15 does not, and shall not be construed so as to, create any obligation on the part of the Company or any affiliate or Executive reasonably requests to avoid adopt any such amendments, policies or procedures or to take any other such actions. Notwithstanding anything herein to the imposition contrary, neither the Company nor any of taxes its affiliates shall have any liability to Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from, or compliant with, Section 409A are not so exempt or compliant or for any 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, including without limitation any payment of the Code provided that such changes do not provide Severance Payment or other benefits, shall be treated as a separate payment in a series of payments within the Executive with additional benefits (other than de minimus benefits) under this Agreement.meaning of, and for purposes of, Section 409A.

Code Section 409A Compliance. Each payment under this Agreement The Company and the Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations relating thereto (“Section 409A”) and that each party's tax reporting shall be considered completed in a separate payment for purposes of Section 409A. A termination of employment manner consistent with such view. The Company and the Executive each agree that upon the Separation Date, the Executive 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 experience a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this AgreementAgreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, references to a “termination,” “termination of employment” or like terms shall mean “the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Separation Date separation from service.” service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). 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 all reimbursements and in-kind benefits that otherwise would be payable provided under this Agreement within shall be made or provided in accordance with 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 requirements of Section 409A, after application including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense shall be made no later than the last day of the exemptions provided calendar year following the year in Sections 1.409A-1(b)(4which the expense is incurred; and (z) and 1.409A-1(b)(9)(ii)-(v) thereofthe right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. After Neither the 409A Suspension PeriodCompany nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Section 409A), or penalties or interest with respect thereto, as a result of the Executive will receive payment of 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 compensation or benefits under this Agreement are conditioned on hereunder or the execution inclusion of a release by any such compensation or benefits or the value thereof in the Executive, 's income. The Executive shall forfeit all rights to such payments acknowledges and benefits unless such release is signed and delivered to agrees that 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 not be within the sole discretion of the Company. The Company will cooperate with the Executive in making responsible for any amendments to this Agreement that the Executive reasonably requests to avoid the imposition of additional taxes or penalties under resulting from the application of 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.” 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 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 employee (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 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 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 The compensation payable pursuant to this Consulting Agreement 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 commencement of the Term (collectively, “Section 409A”). To the extent applicable, this Consulting Agreement shall be considered interpreted in accordance with Section 409A. Notwithstanding any other provision of this Consulting Agreement to the contrary, if Contractor is a separate payment for purposes “specified employee” within the meaning of Section 409A. A termination 409A, and a payment provided for in this Consulting Agreement would be subject to additional tax under Section 409A if such payment is paid within six (6) months after Contractor’s “separation from service” (within the meaning of employment Section 409A), then such payment required under this Consulting Agreement 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 Contractor’s separation from service. If the payment of any such amount is delayed in accordance with the previous sentence, then any payments that would otherwise have been made or benefit provided during such six-month period and which would have incurred such additional tax under Section 409A shall instead be paid to Contractor in a lump-sum cash payment in the seventh month following Contractor’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 Contractor’s death). If Contractor’s termination of employment unless such termination is also service 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 Contractor’s service 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 Executive is payment) shall not be paid until Contractor 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 Contractor 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. Notwithstanding any provision of this Consulting Agreement to the contrary, in the event that following the commencement of the Term, the Company or Contractor reasonably determines that any compensation payable under this Consulting Agreement may be subject to 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 and Contractor shall cooperate in good faith 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 adopt such amendments to this Consulting Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Parties determine are reasonably necessary or appropriate to preserve the intended tax treatment of the compensation payable hereunder, including without limitation actions intended to (i) exempt the compensation payable under this Consulting Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, that this Section 16.7 does not, and shall not be construed so as to, create any obligation on the part of the Company or any affiliate or Contractor to adopt any such amendments, policies or procedures or to take any other such actions. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to Contractor or to any other person if the payments provided in this Consulting Agreement that the Executive reasonably requests are intended to avoid the imposition of taxes be exempt from, or compliant with, Section 409A are not so exempt or compliant or for any 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, including without limitation any payment of the Code provided that such changes do not provide Base Consulting Fee and/or Additional Consulting Fee, shall be treated as a separate payment in a series of payments within the Executive meaning of, and for purposes of, Section 409A. ACCEPTED AND AGREED BY THE PARTIES: AMEDISYS, INC. BY:./s/ Xxxxx Xxxxxx...................................... Name: Xxxxx Xxxxxx Its: President and CEO Date: September 23, 2022 “CONTRACTOR” BY: ../s/Xxxxx X. Xxxxxxxx.................... Xxxxx X. Xxxxxxxx Date: September 23, 2022 SCHEDULE 1 TO CONSULTING AGREEMENT SERVICES Government Relations Services: • Identify and advise the company on state and federal public policy issues favorably or adversely impacting Amedisys home health, hospice, personal care, and high acuity care divisions. • Develop strategies to obtain and maintain favorable state and federal legislative and regulatory public policy affecting the Amedisys home health, hospice, personal care, and high acuity care divisions. • Interact and maintain relationships, where appropriate and as directed by the company, with additional benefits Amedisys and industry government affairs consultants, trade associations, and advocacy coalitions with common interests to inform and promote the public policy positions of the company. • Engage in direct lobbying, as directed by the company, of Members of Congress, congressional staff, and executive branch leadership and staff. • Engage in direct lobbying, as directed by the company, of state legislators, legislative staff, and executive branch leadership and staff. • Review, interpret and advise regarding proposed federal or state legislation and rulemaking impacting the company. • Provide drafting assistance for legislation proposed or supported by the company. • Provide strategic advice on the use of Amedisys corporate political contributions and Amedisys Political Action Committee donations to statewide and legislative candidates • Provide strategic advice on the use of Amedisys Political Action Committee (PAC) donations to candidates for Congress and to other than de minimus benefits) under this Agreementfederal PACs. • Provide advice and assist in developing and coordinating state and federal grassroots efforts. • In coordination and collaboration with the SVP, Government Affairs develop and implement plans to favorably resolve state and federal regulatory issues confronting the company • Undertake legislative, regulatory, and political activities as directed by the SVP, Government Affairs and/or the CEO of the company.

Code Section 409A Compliance. Each payment It is Company’s intent that amounts paid under this Agreement generally shall be considered a separate payment for purposes not constitute “deferred compensation” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), and the regulations promulgated thereunder, because the amounts paid under this Agreement are structured to comply with either the “short-term deferral” exception or other applicable exceptions to Code Section 409A. A termination To the extent that any individual payments under this Agreement do not qualify for an exception and are determined to be “deferred compensation” within the meaning of employment shall not be deemed to have occurred for purposes of any provision Code Section 409A and compliance with an applicable term of this Agreement providing for would cause or would result in a violation of Code Section 409A, then such provision shall be interpreted or reformed in the payment of any amount or benefit upon or following a termination of employment unless such termination manner necessary to achieve compliance with Code Section 409A. Accordingly, the “Termination Date” is also the date that Employee incurred a “separation from service” within the meaning of Internal Revenue under Code Section 409A (“Section 409A”) and, for purposes of and thus all payments under 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 ExecutiveAgreement are being made upon Employee’s separation from service. In no event may Employee, then any directly or indirectly, designate the calendar year of a payment and where payment may occur in one year or the next, it shall be made in the second year. Each payment under this Agreement, including each salary continuation payment of Severance Pay, and each Benefits Offset Payment, shall be treated as a separate identified payment for purposes of Code Section 409A. Employee is a specified employee (as defined in Treasury Regulation Section 1.409A-1(i)). Company and Employee agree that all payments or benefits that otherwise would be payable under this Agreement that are scheduled to be paid within the first six months following the Executiveafter Employee’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 Termination Date qualify for an exception to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A, after application of and all other payments are made at a time and in a form that complies with Code Section 409A. Employee acknowledges that Company does not make any representations or is providing tax advice to Employee, and that Employee has had the exemptions provided in Sections 1.409A-1(b)(4) opportunity to consult with his own tax 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 financial counsel 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 this Agreement shall be considered a separate payment for 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 Agreement, a termination of employment unless such termination is also will be determined consistent with the rules relating to a “separation from service” within the meaning of Internal Revenue Code as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”) and, for purposes of ). The Parties intend that this Agreement, references to the extent possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a “termination,” “manner so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A so as to avoid imposition of any additional tax to Executive under Section 409A. Company makes no representation or warranty as to compliance with Section 409A and shall have no liability to the Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything employment constitute deferred compensation subject to the contrary in this AgreementSection 409A, if the and Executive is deemed at the time of such termination of employment to be a “specified employeeExecutive” (within the meaning of under Section 409A, then such payment shall not be made or commence until the earlier of (i) on the date expiration of the Executive’s separation 6-month period measured 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 from Company or (ii) 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 death following such a separation from service; provided, or Executive’s deathhowever, if sooner, but that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that such payments or benefits provide would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the “deferral of compensation” within the meaning of Section 409A, after application of this provision, and the exemptions provided in Sections 1.409A-1(b)(4balance of the installments (if any) 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 be payable 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 Agreementtheir original schedule.

Code Section 409A Compliance. Each payment under this This Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed is intended 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 (“Code Section 409A409”) and, for purposes or an exemption thereunder and shall be construed ​ ​ and administered in accordance with Code Section 409A. Notwithstanding any other provision of this Agreement, references payments provided under the Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under the Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a “termination,” “short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. Any payments to be made under the Agreement upon a termination of employment” or like terms employment shall mean only be made upon a “separation from service.” Notwithstanding anything to under Code Section 409A. In no event shall the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date timing of the Executive’s separation from serviceexecution of a Waiver and Release Agreement, then directly or indirectly, result in the Executive designating the calendar year of any payments or benefits severance payment, and if a payment 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 is subject to execution of the sixth month period following Waiver and Release Agreement could be made in more than one taxable year, payment shall be made in 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 later taxable year. For purposes of compensation” within the meaning of Code Section 409A, after application the right to installment payments of severance shall be treated as 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 right to this Agreement in accordance with its terms (as if there had not been any suspension beforehand)a series of separate payments. To the extent that severance payments required by Code Section 409A, any reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (b) any right to reimbursements or in-kind benefits under this the Agreement are conditioned on shall not be subject to liquidation or exchange for another benefit. Notwithstanding the execution of a release by Executiveforegoing, Executive shall forfeit all rights to such the Company makes no representations that the payments and benefits unless such release is signed provided under the Agreement comply with Code Section 409A and delivered to in no event shall the Company within the time required be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred 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 on account of taxes or penalties under non-compliance with 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 Notwithstanding anything in this Section 8 to the contrary, if any benefit or amount payable to the Executive under this Agreement shall be considered a separate payment for purposes Section 8 on account of Section 409A. A the Executive’s termination of employment shall not be deemed to have occurred for purposes constitutes “nonqualified deferred compensation” within the meaning of any provision Section 409A of this Agreement providing for the Internal Revenue Code (“409A”), payment of any such benefit or amount or benefit upon or following a termination of employment unless such termination is also shall commence when the Executive incurs a “separation from service” within the meaning of Internal Revenue Code Treasury Regulation Section 409A 1.409A-1(h), which provides that a separation from service will be deemed to occur if the Company and the Executive reasonably anticipate that Executive shall perform no further services for the Company (“Section 409A”whether an employee or an independent contractor) andor that the level of bona fide services Executive will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than 49 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period. If, for purposes of this Agreement, references to at the time Executive incurs 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 409A, any benefit or amount payable to the Executive under this Section 409A) 8 on the date account of the Executive’s separation from service, then any payments or benefits termination of employment that otherwise would constitutes nonqualified deferred compensation subject to 409A shall be payable under this Agreement within delayed until the first six months 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) . Within 14 calendar 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 Company shall pay to the Executive will (or his estate or beneficiary, as applicable) a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest rate of not less than the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to provide under this Section 8 but for the imposition of the 409A Suspension Period. Thereafter, the Executive shall receive any remaining payments and benefits due pursuant to under this Agreement Section 8 in accordance with its the terms of this Section (as if there had not been any suspension period 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 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 (with no interest) 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 employeeseparation from service” (and exhausted any applicable six (6) month wait) within the meaning of Section 409A) on 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the date 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 Executive’s separation from servicecalendar 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, then except as specifically allowed under Section 409A. Notwithstanding any payments provision of this Release to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits that otherwise would be payable under this Agreement within Release may be subject to Section 409A, the first six months following the Executive’s separation from service Company and Executive shall cooperate in good faith to adopt such amendments to this Release or adopt other policies or procedures (the “409A Suspension Period”including amendments, policies and procedures with retroactive effect), shall instead be paid in a lump sum within fourteen (14) days after or take any other actions that the end Company determines are reasonably necessary or appropriate to preserve the intended tax treatment of the sixth month period following compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the Executive’s separation compensation and benefits payable under this Release from serviceSection 409A, or Executive’s death, if sooner, but only to and/or (ii) comply with the extent that such payments or benefits provide for the “deferral of compensation” within the meaning requirements of Section 409A, after application provided, that this Section 12 does not, and shall not be construed so as to, create any obligation on the part of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereofCompany 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. (signature page follows) 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 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 -9- 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 the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion. 20. Excise Tax If any payments or benefits under this Agreement are conditioned on subject to the execution of a release by Executiveexcise tax under Code Section 4999, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered nonetheless shall not be subject to any cutback, gross-up or other adjustment, except as 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 and 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 Agreementmay otherwise agree. 21.

Code Section 409A Compliance. Each This Plan is intended to comply with Section 409A of the Code so that no excise tax or penalties will apply to the Severance Benefits and any ambiguous provisions will be construed in a manner so that the Plan is compliant with Code Section 409A but only to the extent that it is applicable or so that the Plan is exempt from the application of Section 409A of the Code. If a provision of the Plan would result in the imposition of earlier or additional taxes under Section 409A of the Code, the Company and Participants agree that such provision shall be interpreted or otherwise reformed to avoid imposition of such taxes. No Participant shall have any right to determine the date of the payment of any amount under this Agreement Plan. Notwithstanding anything herein to the contrary, for any amounts payable hereunder that are deferred compensation subject to Code Section 409A, any amount payable to a Participant who is a specified employee on account of a Separation from Service will be withheld and will not be paid until the first business day that is six (6) months after the Participant’s Separation from Service within the meaning of Code Section 409A. For purposes of Section 409A of the Code, each payment or amount due under this Plan shall be considered a separate payment for purposes of payment. To the extent required under Code Section 409A. A 409A, a “termination of employment 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 mean Participant’s “separation from service” within as defined in Section 1.409A-1(h) of the meaning Final Treasury Regulations promulgated under Section 409A of Internal Revenue the Code, including the default presumptions thereof. Notwithstanding anything in this Plan to the contrary, the Severance Benefits will be paid as follows: (i) to the extent required by Code Section 409A on the first business day following the date which is six (“6) months following a Participant’s Termination Date with respect to all or the portion of the Severance Benefit that is subject to Code 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, 409A if the Executive Participant is a “specified employee” (within the meaning of under Code Section 409A, provided, however, that if the Participant has not executed the Separation and Release Agreement (which has not been revoked in the time period specified in such agreement) prior to this date no Severance Benefits will be paid or payable to such a Participant, or (ii) if the Severance Benefit is subject to the requirements of Code Section 409A, but is not subject to the requirements of clause (i) above, on the first scheduled payroll date following 15 days from Company’s receipt of an executed Separation and Release (which has not been revoked in the Executive’s separation from service, then any payments or benefits applicable time period as provided in such agreement) provided that otherwise would be payable under this if the period during which the Participant has discretion to execute and revoke the Separation and Release Agreement within straddles two calendar years the first six months following the Executive’s separation from service (the “409A Suspension Period”), shall instead payment will only be paid in a lump sum within fourteen the second calendar year, but in no event later than seventy (1470) days after the end Participant’s Termination Date. The following rules shall apply to payments 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 amounts under this Agreement that are conditioned on the execution of a release by Executive, Executive shall forfeit all rights treated as “reimbursement payments” or “in kind payments” that are subject 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 Code: (i) the amount of expenses eligible for reimbursement or paid in kind benefits in one calendar year shall not limit the available reimbursements or paid in kind for any other calendar year; (ii) Participant shall file a claim for all reimbursement payments not later than thirty (30) days following the end of the calendar year during which the expenses were incurred, (iii) the Company shall make such changes do reimbursement within thirty (30) days following the date Participant delivers written notice of the expenses to the Company; (iv) Participant’s right to such reimbursement payments or in kind benefits shall not provide be subject to liquidation or exchange for any other payment or benefit; and (v) all reimbursements will be made no later than the Executive with additional benefits (other than de minimus benefits) under this Agreementend of the calendar year following calendar year of the Participant’s Termination Date .

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for For purposes of compliance with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), if you notify the Company (with specificity as to the reason therefor) that you believe that any provision of this letter agreement (or of any award of compensation or benefits) would cause you 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 will, with your consent, 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 will be made in good faith and will, 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. A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement letter 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 Agreementletter agreement, references to a “termination,” “termination of employment” or like terms shall will 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 will 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 your “separation from service,” and (ii) the date of your death. Upon the expiration of the foregoing delay period, then any 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”), shall instead absence of such delay) will 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 pursuant to under this Agreement letter agreement will be paid or provided in accordance with its terms (the normal payment dates specified for them herein.” Except 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 daysspecifically modified herein, the actual date of payment within the specified period shall be within the sole discretion Agreement will remain in full force and effect in accordance with all of the Companyterms and conditions thereof. 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.Very truly yours, FTI CONSULTING, INC. By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: EVP and General Counsel AGREED AND ACCEPTED: /S/ XXXXX X. XXXXXX Signature

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 18 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 The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code 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 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, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything 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)-(v) thereofsuch payments shall be made on or before the last day of Fxxxxx’x taxable year following the taxable year in which the expense occurred. After the 409A Suspension PeriodFor purposes of Code Section 409A, the Executive will Fxxxxx’x 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 Fxxxxx is a specified employee within the Executive in making meaning of Code Section 409A(a)(2)(B)(i) and would receive any amendments payment sooner than 6 months after Fxxxxx’x “separation from service” that, absent the application of this Section 9, 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 Agreement.6 months after Fxxxxx’x “separation from service,” or (ii) Fxxxxx’x death. Page 11 of 16 Initials _________ __________

Code Section 409A Compliance. Each payment under this Agreement The Company and Employee each herby affirm that it is in their mutual view that the provision of payments and benefits described or referenced herein are exempt from, or in compliance with, the requirements of Section 409A of the Code and the Treasury regulations relating thereto (“Section 409A”) and that each Party’s tax reporting shall be considered completed 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 manner consistent with such view. The Company and Employee each agree that upon the payment of any amount or benefit upon or following a termination of employment unless such termination is also Separation Date, Employee will experience 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 409A. 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 qualify for the “deferral of compensationshort-term deferral” within exception or another exception under Section 409A shall be paid under the meaning of Section 409A, after application applicable exception. For purposes 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 limitations 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 nonqualified deferred compensation under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (other than de minimus benefits) Code, each payment of compensation under this AgreementAgreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Separation Date separation from service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Section 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder, or the inclusion of any such compensation or benefits or the value thereof in Employee’s income.

Code Section 409A Compliance. Each payment Notwithstanding anything in this Section 7 to the contrary, if any benefit or amount payable to Executive under this Agreement shall be considered a separate payment for purposes Section 7 on account of Section 409A. A Executive’s termination of employment shall not be deemed to have occurred for purposes constitutes “nonqualified deferred compensation” within the meaning of any Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or successor provision of this Agreement providing for the (“409A”), payment of any such benefit or amount or benefit upon or following a termination of employment unless such termination is also shall commence when Executive incurs a “separation from service” within the meaning of Internal Revenue Treasury Regulation Section 1.409A-1(h), which provides that a separation from service will be deemed to occur if the Company and Executive reasonably anticipate that Executive shall perform no further services for the Company and any entity that would be considered a single employer with the Company under Code Section 409A 414(b) or 414(c) (“Section 409A”whether an employee or an independent contractor) and, for purposes or that the level of bona fide services Executive will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than 49 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period. Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement, Section 7 by substituting the references to a “termination,” “termination of employment” or like terms shall mean “termination” with “separation from service.” Notwithstanding anything to the contrary in this Agreement”; however, if at the time Executive incurs a separation from service, Executive is a “specified employee” (within the meaning of 409A, any benefit or amount payable to Executive under this Section 409A) 7 on account of Executive’s termination of employment that constitutes nonqualified deferred compensation subject to 409A shall be delayed until the date first day 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 seventh month following the Executive’s separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within . 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 Company shall pay to Executive will (or his estate or beneficiary, as applicable) a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest rate of not less than the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to provide under this Section 7 but for the imposition of the 409A Suspension Period. Thereafter, Executive shall receive any remaining payments and benefits due pursuant to under this Agreement Section 7 in accordance with its the terms of this Section 7 (as if there had not been any suspension period beforehand). To For purposes of this Agreement, each payment that is part of a series of installment payments shall be treated as a separate payment for purposes of 409A. Notwithstanding anything in this Agreement to the extent that severance payments or contrary, all reimbursements and in-kind benefits provided under this Agreement are conditioned on shall be made in accordance with the execution following requirements of 409A: (i) the reimbursement of eligible expenses will be made no later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year; and (iii) any right to reimbursement of eligible expenses or in-kind benefits is not subject to liquidation or exchange for any other benefit. In addition, notwithstanding anything in this Agreement to the contrary, reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a release tax liability must be made by the end of Executive, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered ’s taxable year following Executive’s taxable year in which the taxes that are subject to the Company within audit or litigation are remitted to the time required by this Agreement. Whenever related taxing authority, or where as a payment under this Agreement specified a payment period with respect to a number result of dayssuch audit or litigation no taxes are remitted, the actual date end of payment within Executive’s taxable year following the specified period shall be within taxable year in which the sole discretion audit is completed or there is a final and non-appealable settlement or other resolution 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 Agreementlitigation.

Code Section 409A Compliance. Each payment Notwithstanding anything in this Agreement to the contrary, if any benefit or amount payable to the Executive 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 constitutes “nonqualified deferred compensation” within the meaning of any provision Section 409A (“409A”) of this Agreement providing for the Code, payment of any such benefit or amount or benefit upon or following a termination of employment unless such termination is also shall commence when the Executive incurs a “separation from service” within the meaning of Internal Revenue Treasury Regulation Section 1.409A−1(h), which provides that a separation from service will be deemed to occur if the Company and the Executive reasonably anticipate that the Executive shall perform no further services for the Company and any entity that would be considered a single employer with the Company under Sections 414(b) or 414(c) of the Code Section 409A (“Section 409A”whether an employee or an independent contractor) and, for purposes or that the level of bona fide services the Executive will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than forty-nine percent (49%) of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding thirty-six (36) month period. Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement, Agreement by substituting the references to a “termination,” “termination of employment” or like terms shall mean “termination” with “separation from service.” Notwithstanding anything to the contrary in this Agreement”; however, if at the time the Executive incurs a separation from service, the Executive is a “specified employee” (within the meaning of Section 409A) , any benefit or amount payable to the Executive under this Agreement on the date account of the Executive’s separation from service, then any payments or benefits termination of employment that otherwise would constitutes nonqualified deferred compensation subject to 409A shall be payable under this Agreement within delayed until the first six months day of the seventh month following the Executive’s separation from service (the “409A Suspension Period”). Within five (5) calendar days after the date the Executive incurs such separation from service, the Company shall instead be paid contribute to the Trust an amount in a lump sum within cash or shares of Common Stock, as applicable, equal to any payments that the Company would otherwise have been required to pay under this Agreement during the 409A Suspension Period (plus the required interest on any cash amounts, calculated as described in the following sentence). Within fourteen (14) calendar days after the end of the sixth month period following 409A Suspension Period, the Company shall pay to the Executive (or his estate or beneficiary, as applicable), from the assets of the Trust or otherwise, a lump sum payment in cash or shares of Common Stock, as applicable, equal to any payments (including interest on any such cash payments, at an interest rate equal to the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to pay under this Agreement during the 409A Suspension Period. Notwithstanding the foregoing, in lieu of interest, the Executive may elect at the time the Trust is funded in accordance with this Section for cash amounts held in the Trust to be deemed invested in any of the investment alternatives then available under the Company’s 401(k) retirement plan or otherwise specified by the Executive’s separation from service, or Executive’s death, if sooner, but only to and within fourteen (14) calendar days after the extent that such payments or benefits provide for the “deferral end 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 shall be entitled to receive, in full satisfaction of the payments that the Company would otherwise have been required to pay under this Agreement during the 409A Suspension Period, the amounts contributed to the Trust, as adjusted to reflect the gains (or losses) of such deemed investments. Thereafter, the Executive shall receive any remaining payments and benefits due pursuant to under this Agreement in accordance with its the terms of this Agreement (as if there had not been any suspension period beforehand). To In addition, the Executive may elect at any time, to the extent permitted by law, for shares of Common Stock that severance are held in the Trust to be sold and any cash received therefrom to be held in the Trust and either credited with interest or deemed invested, in either case in accordance with the preceding sentences. For purposes of this Agreement, each payment that is part of a series of installment payments or shall be treated as a separate payment for purposes of 409A. Notwithstanding anything in this Agreement to the contrary, all reimbursements and in−kind benefits provided 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 made in accordance with the sole discretion following requirements of 409A: (i) the reimbursement of eligible expenses will be made no later than the end of the Company. The Company will cooperate with calendar year following the Executive calendar year in making which the expenses were incurred by the Executive; (ii) the amount of expenses eligible for reimbursement, or in−kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement or in−kind benefits to be provided in any amendments other calendar year; and (iii) any right to this Agreement that the Executive reasonably requests reimbursement of eligible expenses or in−kind benefits is not subject to avoid the imposition of taxes liquidation or penalties under Section 409A of the Code provided that such changes do not provide the Executive with additional benefits (exchange for any other than de minimus benefits) under this Agreementbenefit.

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 the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the -10- ME1 15728518v.2 premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion. 20. Excise Tax If any payments or benefits under this Agreement are conditioned on subject to the execution of a release by Executiveexcise tax under Code Section 4999, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered nonetheless shall not be subject to any cutback, gross-up or other adjustment, except as 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 and 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 Agreementmay otherwise agree. 21.

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 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 Consultant’s taxable year following the Code provided that such changes do not provide taxable year in which the Executive with additional benefits (other than de minimus benefits) under this Agreementexpense was incurred.

Code Section 409A Compliance. Each Notwithstanding any other provision of this Agreement 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 or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be considered paid (or commence) during the six-month period immediately following the Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Executive in a separate payment for purposes lump-sum cash payment, without interest, on the earlier of Section 409A. A (i) the first business day of the seventh month following the Executive’s separation from service or (ii) the 10th business day following the Executive’s death. If the Executive’s termination of employment shall hereunder does 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 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 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 Period409A. In addition, the Executive will receive any remaining payments and benefits due pursuant Executive’s right 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 reimbursement under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights to such payments may not be liquidated or exchanged for any other benefit and benefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment no reimbursement under this Agreement specified may occur later than the last day of the calendar year immediately following the calendar year in which such expenses were incurred, nor shall the amount available for reimbursements in any calendar year impact the amount available for reimbursement in any subsequent calendar year. All payments hereunder in a payment period with respect to a number series of days, the actual date of payment within the specified period payments shall be within the sole discretion treated as separate payments for purposes of Code Section 409A. This Agreement is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted in a manner consistent therewith without resulting in any additional amounts owed hereunder by the Company. The Notwithstanding the foregoing, in no event shall the Company will cooperate with or any of its Affiliates have any liability to the Executive in making or any amendments to other person or entity if this Agreement that the Executive reasonably requests to avoid the imposition of taxes is not exempt from, 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.compliant with, Xxxx Xxxxxxx 000X.

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for 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 Agreement, a termination of employment unless such termination is also will be determined consistent with the rules relating to a “separation from service,” within the meaning of Internal Revenue Code as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”) and, for purposes of ). The Parties intend that this Agreement, references to the extent 718735.0003/9045901.6 20 ​ possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a “termination,” “manner, so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A, so as to avoid imposition of any additional tax to Executive under Section 409A. The Company makes no representation or warranty as to compliance with Section 409A, and shall have no liability to Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything employment constitute deferred compensation subject to the contrary in this AgreementSection 409A, if the and Executive is deemed at the time of such termination of employment to be a “specified employeeExecutive” (within the meaning of under Section 409A, then such payment shall not be made or commence until the earlier of (i) on the date expiration of the Executive’s separation six (6)-month period measured 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 from the Company or (ii) 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 death following such a separation from service; provided, or Executive’s deathhowever, if sooner, but that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that such payments or benefits provide would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the “deferral of compensation” within the meaning of Section 409A, after application of this provision, and the exemptions provided in Sections 1.409A-1(b)(4balance of the installments (if any) 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 be payable in accordance with its terms (their original schedule. Except as if there had not been any suspension beforehand). To otherwise expressly provided herein, to the extent that severance payments any expense reimbursement or benefits the provision of any in-kind benefit under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights is determined to such payments and benefits unless such release is signed and delivered be subject 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 Code, the amount of any such changes do expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year, shall not provide affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive with additional benefits (other than de minimus benefits) under this Agreementincurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

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 3.6) 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 provided in this Agreement in accordance that are intended to be exempt from or compliant with its terms (as if there had Code Section 409A are not been any suspension beforehand)so exempt or compliant. To the extent that severance payments or benefits Each payment payable under this Agreement are conditioned on the execution shall be treated as a separate payment in a series 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 daysmeaning of, 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 and for purposes of, 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 It is intended that all of the payments and benefits provided under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions in this Agreement) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Xx. Xxxxxxx’x right to receive any installment payments under this Agreement will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall will at all times be considered a separate payment for purposes and distinct payment. Notwithstanding anything in this Agreement to the contrary, to the extent that any severance payments or benefits paid or provided to Executive under this Agreement are considered deferred compensation within the meaning of Section 409A. A termination of employment shall 409A then, to the extent required by Section 409A, such payments or benefits will 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 begin in connection with Xx. Xxxxxxx’x termination of employment unless such termination is Xx. Xxxxxxx has also incurred a “separation from service” within (as such term is defined in Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”). If the meaning Company determines that any of Internal Revenue Code the payments upon a Separation from Service provided under this Agreement (or under any other arrangement with Executive) constitute “deferred compensation” under 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, and if the Executive is a “specified employee” (within of the meaning Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, at the time of his Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) on the date that is six months and one day after the effective date of Xx. Xxxxxxx’x Separation from Service, and (ii) the date of the Executive’s separation from serviceXx. Xxxxxxx’x death (such earlier 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 PeriodDelayed Initial Payment Date”), shall instead be paid in the Company will (A) pay to Xx. Xxxxxxx a lump sum within fourteen (14) days after amount equal to the end sum of the sixth month period following payments upon Separation from Service that Xxxxxxx would otherwise have received through the Executive’s separation from serviceDelayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this Section 9, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth in this Agreement. No interest will be due on any amounts so deferred. If any reimbursements of expenses or Executive’s deathin-kind benefits payable to Xx. Xxxxxxx (or his beneficiaries, if sooner, but only as applicable) are subject to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application then (a) the reimbursement will be paid no later than December 31 of the exemptions year following the year in which the expense was incurred, (b) the amount of expenses reimbursed or in-kind benefits provided in Sections 1.409A-1(b)(4one year will not affect the amount eligible for reimbursement or the benefits to be provided in any other taxable year, and (c) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any remaining payments and right to reimbursement or in-kind benefits due pursuant is not subject to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments liquidation 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 Agreementexchange for another benefit.

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 Exhibit 10.6 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 under this Agreement shall be considered a separate payment for 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 Agreement, a termination of employment unless such termination is also will be determined consistent with the rules relating to a “separation from service” within the meaning of Internal Revenue Code as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”) and, for purposes of ). The Parties intend that this Agreement, references to the extent possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a “termination,” “manner, so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A, so as to avoid imposition of any additional tax to Executive under Section 409A. The Company makes no representation or warranty as to compliance with Section 409A and shall have no liability to Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything employment constitute deferred compensation subject to the contrary in this AgreementSection 409A, if the and Executive is deemed at the time of such termination of employment to be a “specified employeeExecutive” (within the meaning of under Section 409A, then such payment shall not be made or commence until the earlier of (i) on the date expiration of the Executive’s separation six (6)-month period measured 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 from the Company or (ii) 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 death following such a separation from service; provided, or Executive’s deathhowever, if sooner, but that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that such payments or benefits provide would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the “deferral of compensation” within the meaning of Section 409A, after application of this provision, and the exemptions provided in Sections 1.409A-1(b)(4balance of the installments (if any) 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 be payable 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 Agreementtheir original schedule.

Code Section 409A Compliance. Each payment It is Company’s intent that amounts paid under this Agreement generally shall be considered a separate payment for purposes not constitute “deferred compensation” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), and the regulations promulgated thereunder, because the amounts paid under this Agreement are structured to comply with either the “short-term deferral” exception or other applicable exceptions to Code Section 409A. A termination To the extent that any individual payments under this Agreement do not qualify for an exception and are determined to be “deferred compensation” within the meaning of employment shall not be deemed to have occurred for purposes of any provision Code Section 409A and compliance with an applicable term of this Agreement providing for would cause or would result in a violation of Code Section 409A, then such provision shall be interpreted or reformed in the payment of any amount or benefit upon or following a termination of employment unless such termination manner necessary to achieve compliance with Code Section 409A. Accordingly, the “Termination Date” is also the date that Employee incurred a “separation from service” within the meaning of Internal Revenue under Code Section 409A (“Section 409A”) and, for purposes of and thus all payments under 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 ExecutiveAgreement are being made upon Employee’s separation from service. In no event may Employee, then any directly or indirectly, designate the calendar year of a payment and where payment may occur in one year or the next, it shall be made in the second year. Each payment under this Agreement, including each salary continuation payment of Severance Pay, Bonus Amount, and each Benefits Offset Payment, shall be treated as a separate identified payment for purposes of Code Section 409A. Employee is a specified employee (as defined in Treasury Regulation Section 1.409A-1(i)). Company and Employee agree that all payments or benefits that otherwise would be payable under this Agreement that are scheduled to be paid within the first six months following the Executiveafter Employee’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 Termination Date qualify for an exception to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A, after application of and all other payments are made at a time and in a form that complies with Code Section 409A. Employee acknowledges that Company does not make any representations or is providing tax advice to Employee, and that Employee has had the exemptions provided in Sections 1.409A-1(b)(4) opportunity to consult with her own tax 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 financial counsel 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 This Performance Award Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder (“Code Section 409A”) and any right or benefit which is provided pursuant to or in connection with this Performance Award Agreement which is considered to be 9 nonqualified deferred compensation subject to Code Section 409A (referred to as a “409A Award”) shall be considered provided and paid in a separate payment manner, and at such time and in such form, as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for purposes non-compliance. Consequently, this Performance Award Agreement is intended to be administered, interpreted and construed in accordance with the applicable requirements of Code Section 409A. A Notwithstanding the foregoing, the Executive and her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive or her successor in interest harmless from any or all of such taxes or penalties. Except as permitted under Code Section 409A, any 409A Award payable to the Executive or for her benefit with respect to the Performance Award may not be reduced by, or offset against, any amount owing by the Executive to the Company or any of its affiliates. To the extent that entitlement to payment of any 409A Award occurs due to termination or cessation of employment, termination or cessation of employment shall not be deemed read 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 mean 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 409A. A “separation from service.” Notwithstanding anything shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Executive will perform after that date (whether as an employee or independent contractor of the Company or an affiliate) will permanently decrease to less than twenty percent (20%) of the contrary in this Agreement, if average level of bona fide services performed over the immediately preceding thirty-six (36) month period. Continued services solely as a director of the Company or an affiliate shall not prevent a separation from service from occurring by the Executive as permitted by Code Section 409A. Where entitlement to payment occurs by reason of a separation from service and the Executive is a “specified employee” (within the meaning of Code Section 409A, as applicable to the Company and its affiliates and using the identification methodology selected by the Company from time to time in accordance with Code Section 409A) on the date of the Executive’s her “separation from service”, then any payments or benefits that otherwise would payment of such 409A Award shall be payable under this Agreement within delayed (without interest) until 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 business day after the end of the sixth six (6) month delay period following required under Code Section 409A or, if earlier, after 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. 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 Internal Revenue Code of 1986, as amended (“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 (6)-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 (6) 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 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 174580400 v7 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 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 the Employee’s death) constitute “nonqualified deferred compensation plan” within the meaning of this Agreement providing for the Code Section 409A (“Deferred Compensation”), payment of any amount or benefit upon or following a termination of employment unless such termination is also amounts and benefits shall commence when the Employee incurs a “separation from service” within the meaning of Internal Revenue Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 409A 414(b) or 414(c) (“Section 409ASeparation from Service”) and, for purposes ). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting this Agreement, ’s references to a “termination,” “termination of employment” or like terms shall mean “separation termination” with “Separation from serviceService.” Notwithstanding anything to the contrary in this Agreementforegoing, if at the Executive time of the Employee’s Separation from Service, the Employee is a “specified employee” (within the meaning of Code Section 409A409A and Treasury Regulation Section 1.409A-3(i)(2)), any such Deferred Compensation will not be paid until after the earlier of (i) on the first business day of the seventh month following Employee’s Separation from Service, or (ii) 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 Period”), shall instead be paid in a lump sum within fourteen (14) . Within 14 calendar 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 Company shall then pay to Employee, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the 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 any suspension beforehand)a six-month delay imposed by this paragraph. To For the extent purpose of this Agreement, each payment that severance payments or benefits under this Agreement are conditioned on the execution is part of a release by Executive, Executive shall forfeit all rights to such series of 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 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 separate payment for purposes 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 under The intent of the parties is that payments and benefits hereunder 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 letter 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 you and SeaBright of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall SeaBright be liable for purposes of 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. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement hereof 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 you are 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 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 Executive’s six (6)-month period measured from the date of your “separation from service,” and (B) 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 pursuant to this Agreement hereunder 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 any expense reimbursement or benefits in-kind benefit under this Agreement are conditioned letter constitutes “non-qualified deferred compensation” for purposes of Code Section 409A, (i) such expense or other reimbursement hereunder shall be made 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 or prior to the Company within last day of the time required taxable year following the taxable year in which such expenses were incurred by you, (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. Any gross-up payment, if applicable, payable hereunder shall be paid by SeaBright no later than the last day of the taxable year next following the taxable year in which you remit the related taxes. For purposes of Code Section 409A, your right to receive installment payments pursuant to this Agreementletter shall be treated as a right to receive a series of separate and distinct payments. Whenever a The severance benefits payable hereunder shall be paid in accordance with SeaBright’s payroll practices as in effect upon the date of termination, but no less frequently than monthly. Notwithstanding any other provision of this letter to the contrary, in no event shall any payment under this Agreement specified a payment period with respect hereunder that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to a number of daysoffset by any other amount unless otherwise permitted by Code Section 409A.” Except as specifically modified herein, the actual date of payment within the specified period shall be within the sole discretion Agreement will remain in full force and effect in accordance with all of the Companyterms and conditions thereof. 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.Very truly yours, SEABRIGHT INSURANCE COMPANY By: Name: Title: AGREED AND ACCEPTED: _____________________________ Signature

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for 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 Agreement, a termination of employment unless such termination is also will be determined consistent with the rules relating to a “separation from service,” within the meaning of Internal Revenue Code as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”) and, for purposes of ). The Parties intend that this Agreement, references to the extent possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a “termination,” “manner, so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A, so as to avoid imposition of any additional tax to Executive under Section 409A. The Company makes no representation or warranty as to compliance with Section 409A, and shall have no liability to Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in 21 connection with Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything employment constitute deferred compensation subject to the contrary in this AgreementSection 409A, if the and Executive is deemed at the time of such termination of employment to be a “specified employeeExecutive” (within the meaning of under Section 409A, then such payment shall not be made or commence until the earlier of (i) on the date expiration of the Executive’s separation six (6)-month period measured 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 from the Company, or (ii) 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 death following such a separation from service; provided, or Executive’s deathhowever, if sooner, but that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that such payments or benefits provide would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the “deferral of compensation” within the meaning of Section 409A, after application of this provision, and the exemptions provided in Sections 1.409A-1(b)(4balance of the installments (if any) 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 be payable in accordance with its terms (their original schedule. Except as if there had not been any suspension beforehand). To otherwise expressly provided herein, to the extent that severance payments any expense reimbursement or benefits the provision of any in-kind benefit under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights is determined to such payments and benefits unless such release is signed and delivered be subject 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 Code, the amount of any such changes do expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year, shall not provide affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive with additional benefits (other than de minimus benefits) under this Agreementincurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

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 Agreement.conditions of, such Section. FORM

Code Section 409A Compliance. Each payment It is Company’s intent that amounts paid under this Agreement generally shall be considered a separate payment for purposes not constitute “deferred compensation” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), and the regulations promulgated thereunder, because the amounts paid under this Agreement are structured to comply with either the “short-term deferral” exception or other applicable exceptions to Code Section 409A. A termination To the extent that any individual payments under this Agreement do not qualify for an exception and are determined to be “deferred compensation” within the meaning of employment shall not be deemed to have occurred for purposes of any provision Code Section 409A and compliance with an applicable term of this Agreement providing for would cause or would result in a violation of Code Section 409A, then such provision shall be interpreted or reformed in the payment of any amount or benefit upon or following a termination of employment unless such termination manner necessary to achieve compliance with Code Section 409A. Accordingly, the “Termination Date” is also the date that Employee incurred a “separation from service” within the meaning of Internal Revenue under Code Section 409A (“Section 409A”) and, for purposes of and thus all payments under 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 ExecutiveAgreement are being made upon Employee’s separation from service. In no event may Employee, then any directly or indirectly, designate the calendar year of a payment and where payment may occur in one year or the next, it shall be made in the second year. Each payment under this Agreement, including each salary continuation payment of Severance Pay, Bonus Amount, and each Benefits Offset Payment, shall be treated as a separate identified payment for purposes of Code Section 409A. Employee is a specified employee (as defined in Treasury Regulation Section 1.409A-1(i)). Company and Employee agree that all payments or benefits that otherwise would be payable under this Agreement that are scheduled to be paid within the first six months following the Executiveafter Employee’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 Termination Date qualify for an exception to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Code Section 409A, after application of and all other payments are made at a time and in a form that complies with Code Section 409A. Employee acknowledges that Company does not make any representations or is providing tax advice to Employee, and that Employee has had the exemptions provided in Sections 1.409A-1(b)(4) opportunity to consult with his own tax 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 financial counsel with respect 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 In witness whereof, each of the undersigned, having received all the advice deemed necessary, and having carefully read and understood this agreement, does hereby sign and accept 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 as of the Companydate set forth below. The Company will cooperate with IN ORDER TO BE EFFECTIVE THIS AGREEMENT CAN NOT BE SIGNED BY EMPLOYEE UNTIL the Executive in making any amendments to this Agreement that DAY AFTER 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.TERMINATION DATE OR LATER. 10/02/2023 /s/ XXXXXXX X. XXXXXXXX Date Xxxxxxx X. Xxxxxxxx 09/26/2023 THE SCOTTS COMPANY LLC Date By: /S/ XXXXX XXXXXXXX

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for 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 Agreement, a termination of employment unless such termination is also will be determined consistent with the rules relating to a “separation from service” within the meaning of Internal Revenue Code as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”) and, for purposes of ). The Parties intend that this Agreement, references to the extent possible, will be administered ​ ​ in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a “termination,” “manner, so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A, so as to avoid imposition of any additional tax to Executive under Section 409A. The Company makes no representation or warranty as to compliance with Section 409A and shall have no liability to Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything employment constitute deferred compensation subject to the contrary in this AgreementSection 409A, if the and Executive is deemed at the time of such termination of employment to be a “specified employeeExecutive” (within the meaning of under Section 409A, then such payment shall not be made or commence until the earlier of (i) on the date expiration of the Executive’s separation six (6)-month period measured 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 from the Company or (ii) 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 death following such a separation from service; provided, or Executive’s deathhowever, if sooner, but that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that such payments or benefits provide would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the “deferral of compensation” within the meaning of Section 409A, after application of this provision, and the exemptions provided in Sections 1.409A-1(b)(4balance of the installments (if any) 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 be payable 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 Agreementtheir original schedule.

Code Section 409A Compliance. Each payment under this Agreement shall be considered a separate payment for For purposes of compliance with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), if you notify the Company (with specificity as to the reason therefor) that you believe that any provision of this letter agreement (or of any award of compensation or benefits) would cause you 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 will, with your consent, 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 will be made in good faith and will, 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. A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement letter 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 Agreementletter agreement, references to a “termination,” “termination of employment” or like terms shall will 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 will 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 your “separation from service,” and (ii) the date of your death. Upon the expiration of the foregoing delay period, then any 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”), shall instead absence of such delay) will 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 pursuant to under this Agreement letter agreement will be paid or provided in accordance with its terms (the normal payment dates specified for them herein.” Except 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 daysspecifically modified herein, the actual date of payment within the specified period shall be within the sole discretion Agreement will remain in full force and effect in accordance with all of the Companyterms and conditions thereof. 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.Very truly yours, FTI CONSULTING, INC. By: /S/ XXXX XXXX Name: Xxxx Xxxx Title: President & CEO AGREED AND ACCEPTED: /S/ XXXX X. XXXXXX Signature Date: December 19, 2008

Code Section 409A Compliance. Each payment under It is intended that the provisions of this Agreement are either exempt from or comply with the terms and conditions of Code Section 409A, and to the extent that the requirements of Code Section 409A are applicable thereto, all provisions of this Agreement shall be considered construed in a separate payment manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A. A 409A, each installment shall be treated as a separate payment. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for made unless and until the payment of any amount or benefit upon or following a termination of employment unless such termination is also Executive incurs 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,” “409A. Executive shall have no duties following the termination of employment” or like terms shall mean Executive’s employment with the Company that are inconsistent with Executive having had a “separation from service.” Notwithstanding anything to within the contrary in this Agreement, if meaning of Section 409A. If the Executive is a “specified employee” (within as determined in accordance with Section 409A), then no payment or benefit that is payable on account of the meaning Executive’s “separation from service”, as that term is defined for purposes of Section 409A) on , shall be made before the date that is six months after the Executive’s “separation from service” (or, if earlier, 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 (14death) days after the end of the sixth month period following the Executive’s separation from service, or Executive’s death, if sooner, but only and to the extent that such payments payment or benefits provide for benefit constitutes deferred compensation under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Code Section 409A, after application 409A and the regulations and other guidance thereunder: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the exemptions provided calendar year following the calendar year in Sections 1.409A-1(b)(4which the applicable expense is incurred; (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit and 1.409A-1(b)(9)(ii)-(v(iv) thereof. After the 409A Suspension Period, the Executive will receive payment of 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 tax reimbursements or benefits gross-ups under this Agreement are conditioned on must be made by no later than 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 end of the Company. The Company will cooperate with taxable year of the Executive following the taxable year of the Executive in making any amendments to this Agreement that which the Executive reasonably requests to avoid remits 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 Agreementrelated taxes.

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 174807636 v5 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 The Parties intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code (“Code Section 409A”) and the Treasury Regulations relating thereto so as not to subject Executive to the payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A. The provisions of this Agreement shall be considered interpreted in a separate payment for purposes of Section 409A. manner consistent with such intent. A termination of employment of Executive 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 of service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and409A. If an amount is to be paid under this Agreement in two or more installments, each installment shall be treated as a separate payment 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 Code Section 409A. If Executive is considered to be a “specified employee” (within as defined in Code Section 409A and related Treasury Regulations) at the meaning Retirement Date, a portion of the amount payable to Executive under Section 9 hereof shall be delayed for six (6) months following Executive’s separation of service if and to the extent necessary to comply with the requirements of Section 409A409A. Any amounts payable to Executive during such six (6) month-period that are delayed due to the limitation in the preceding sentence shall be paid to Executive in a lump sum on or after the date first day of the seventh (7th) month following Executive’s separation from service, then any payments or benefits . Executive acknowledges and agree that otherwise would be payable under this Agreement within he has been advised by the first six months following Company to consult with tax counsel of his own choosing regarding 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 tax consequences to him 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 performance of the exemptions provided in Sections 1.409A-1(b)(4) terms 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 provisions 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 The intent of the parties to this Agreement shall is that payments and benefits paid or provided hereunder 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 exempt from 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 comply with Section 409A of the Code, as amended and the regulations and guidance promulgated thereunder (together, “Section 409A”) andand that this Agreement shall be interpreted and administered in accordance with such intention. Notwithstanding anything herein to the contrary, for purposes if at the time of this Agreement, references to a “termination,” “Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreementemployment with Company, if the Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the commencement of such payments or benefits hereunder shall be delayed until the date that is six (6) months and one day following Executive’s termination of employment with Company; provided that, to the extent necessary to comply with the requirements of IRS Notice 2010-6, in no event shall a payment described in this sentence be paid prior to the date which is eighteen (18) months and one day following September 29, 2010. For purposes of any payments and benefits which are (i) subject to Section 409A and (ii) payable due to a termination of Executive’s employment, Executive shall not be considered to have terminated employment with Company until Executive incurs a “separation from service” from Company within the meaning of Section 409A) on the date of the Executive’s separation from service, then any payments 409A. Each amount to be paid or benefits that otherwise would benefit to be payable provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement that are due within the first six months following the Executive’s separation from service (the “short term deferral period” as defined in Section 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 (Code shall not be treated as if there had not been any suspension beforehand)deferred compensation unless applicable law requires otherwise. 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 accelerated taxation and/or tax penalties under Section 409A of the Code provided that such changes do not provide the Code, amounts reimbursable to Executive with additional benefits (other than de minimus benefits) under this AgreementAgreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

Code Section 409A Compliance. Each payment under It is intended that the provisions of this Agreement are either exempt from or comply with the terms and conditions of Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and to the extent that the requirements of Code Section 409A are applicable thereto, all provisions of this Agreement shall be considered construed in a separate payment manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, Company shall have no liability with regard to any failure to comply with Code Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A. 409A, each installment shall be treated as a separate payment. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Code Section 409A and the regulations and other guidance thereunder: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. 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 Separation from serviceService” 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 Separation from service.” Service. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employeeExecutive” (within as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the meaning of Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax Code Section 409A409A or any other taxes or penalties imposed under Code Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) on months after the date of the Executive’s separation Separation from serviceService, then any or, if earlier, the date of the Executive’s death. Any payments or benefits that otherwise would delayed pursuant to this Section shall be payable under this Agreement within made in a lump sum on the first six months day of the seventh (7th) month following the Executive’s separation Separation from service (Service, or, if earlier, 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 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 this Agreement shall be considered a separate payment for 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 Agreement, a termination of employment unless such termination is also will be determined consistent with the rules relating to a “separation from service,” within the meaning of Internal Revenue Code as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”) and, for purposes of ). The Parties intend that this Agreement, references to the extent ​ possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a “termination,” “manner, so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A, so as to avoid imposition of any additional tax to Executive under Section 409A. The Company makes no representation or warranty as to compliance with Section 409A, and shall have no liability to Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything employment constitute deferred compensation subject to the contrary in this AgreementSection 409A, if the and Executive is deemed at the time of such termination of employment to be a “specified employeeExecutive” (within the meaning of under Section 409A, then such payment shall not be made or commence until the earlier of (i) on the date expiration of the Executive’s separation six (6)-month period measured 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 from the Company or (ii) 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 death following such a separation from service; provided, or Executive’s deathhowever, if sooner, but that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that such payments or benefits provide would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the “deferral of compensation” within the meaning of Section 409A, after application of this provision, and the exemptions provided in Sections 1.409A-1(b)(4balance of the installments (if any) 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 be payable in accordance with its terms (their original schedule. Except as if there had not been any suspension beforehand). To otherwise expressly provided herein, to the extent that severance payments any expense reimbursement or benefits the provision of any in-kind benefit under this Agreement are conditioned on the execution of a release by Executive, Executive shall forfeit all rights is determined to such payments and benefits unless such release is signed and delivered be subject 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 Code, the amount of any such changes do expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year, shall not provide affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive with additional benefits (other than de minimus benefits) under this Agreementincurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

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, Section 409A of the Internal Revenue Code 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 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, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything 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)-(v) thereofsuch payments shall be made on or before the last day of Jxxxx’x taxable year following the taxable year in which the expense occurred. After the 409A Suspension PeriodFor purposes of Code Section 409A, the Executive will Jxxxx’x 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 Jxxxx is a specified employee within the Executive in making meaning of Code Section 409A(a)(2)(B)(i) and would receive any amendments payment sooner than 6 months after Jxxxx’x “separation from service” that, absent the application of this Section 9, 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 Agreement6 months after Jxxxx’x “separation from service,” or (ii) Jxxxx’x death.

Code Section 409A Compliance. Each payment under This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret this Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed in the least restrictive manner necessary to have occurred for purposes of comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. 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 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 severance 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. This Agreement is intended to comply with the requirements of Code Section 409A or an exemption or exclusion therefrom and, with respect to amounts that are subject to Code Section 409A, shall in all respects be administered in accordance with Code Section 409A. Each payment under this Agreement shall be considered treated as a separate payment for purposes of Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes In no event may Executive, directly or indirectly, designate the calendar year of any provision payment to be made under this Agreement. If Executive dies following the date of this Agreement providing for termination and prior to the payment of any amount or benefit upon or following a termination amounts delayed on account of employment unless Code Section 409A, such termination is also a “separation from service” amounts shall be paid to the personal representative of Executive’s estate within 30 days after the date of Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Internal Revenue Code Section 409A (“shall be made or provided in accordance with the requirements of Code Section 409A”, including, without limitation, that (i) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms in no event shall mean “separation from service.” Notwithstanding anything to reimbursements by 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 Company 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 later than the end of the sixth month period calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of reimbursements or in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the reimbursements or in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) Executive’s separation from service, right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s deathremaining lifetime (or, if soonerlonger, but only through the 20th anniversary of Hire Date). The Company may, in consultation with Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to Executive, in order to cause the extent that such payments or benefits provide for provisions of the “deferral Agreement to comply with the requirements 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 receive any remaining payments and benefits due pursuant to this Agreement in accordance with its terms (so 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 and penalties under on Executive pursuant to 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 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 interpreted to be in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefore) that Executive believes that any provision of this Agreement (or of any award of compensation) 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 to the Company and Executive of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for purposes of 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. 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 409A, 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) the expiration of the six (6)-month period measured from the date of your “separation from service”, and (ii) the date of Executive’s death, 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 23 (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 with interest at the prime rate as published in The Wall Street Journal on the first business day following 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 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 reimbursements or other in-kind benefits under this Agreement are conditioned constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (x) all expenses or other reimbursements hereunder shall be made 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 or prior 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 last day of the Companytaxable year following the taxable year in which such expenses were incurred by you, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) 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. The Company will cooperate with the Executive in making For purposes of Code Section 409A, Executive’s right to receive any amendments 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 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 Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted. 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 Section 409A. Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that such changes do not provide the Executive with additional benefits (other than de minimus benefits) under this Agreementinformation has been omitted.

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 (other than by reason of the Executive’s death) constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A or provide for purposes deferred payments made the later of any provision two and half months after the end of this Agreement providing for the Company’s fiscal year in which the payments vested, (“Deferred Compensation”), payment of any amount or benefit upon or following a termination of employment unless such termination is also amounts and benefits shall commence when the Executive incurs a “separation from service” within the meaning of Internal Revenue Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 409A 414(b) or 414(c) (“Section 409ASeparation from Service”) and, for purposes ). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting this Agreement, ’s references to a “termination,” “termination of employment” or like terms shall mean “separation termination” or “the Effective Date of the Release attached hereto as Exhibit B (as “Effective Date” is defined in the Release)” with “Separation from serviceService.” Notwithstanding anything to the contrary in this Agreementforegoing, if at the time of the Executive’s Separation from Service the Executive is a “specified employee” (within the meaning of Code Section 409A409A and Treasury Regulation Section 1.409A-3(i)(2)), any such Deferred Compensation will not be paid until the later of (i) on the date first business day of the seventh month following Executive’s separation Separation from serviceService, then any payments or benefits that otherwise would be payable under this Agreement within (ii) the first six months following Effective Date of the Executive’s separation from service Release attached hereto as Exhibit B (as “Effective Date” is defined in the Release) (the “409A Suspension Period”). Notwithstanding the foregoing, shall instead Executive must execute the Release within the calendar year that includes the first business day of the seventh month following Executive’s Separation from Service or his payments that constitute Deferred Compensation will not be paid in a lump sum within fourteen (14) days after to Executive. At 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 Company shall then pay the Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, 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. For the purposes of this Agreement, each payment that is part of a series of installment payments shall be treated as a separate payment for purposes of Code Section 409A. The payment of any suspension beforehand)amounts earned pursuant to this Agreement shall be made no later than two and one-half months following the end of the fiscal year in which such amount was earned. To the extent that severance payments or benefits The payment of any reimbursement of any expense 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 made no later than December 31 of the Companyyear following the year in which the expense was incurred. The Company will cooperate with amount of expenses reimbursed in one year shall not affect the Executive amount eligible for reimbursement 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 Agreementsubsequent year.

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 Exhibit 10.5 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 Notwithstanding anything in this Section 8 to the contrary, if any benefit or amount payable to the Executive under this Agreement shall be considered a separate payment for purposes Section 8 on account of Section 409A. A the Executive’s termination of employment shall not be deemed to have occurred for purposes constitutes “nonqualified deferred compensation” within the meaning of any Section 409A of the Internal Revenue Code of 1986, as amended or successor provision of this Agreement providing for the (“409A”), payment of any such benefit or amount or benefit upon or following a termination of employment unless such termination is also shall commence when the Executive incurs a “separation from service” within the meaning of Internal Revenue Treasury Regulation Section 1.409A-l(h), which provides that a separation from service will be deemed to occur if the Company and the Executive reasonably anticipate that Executive shall perform no further services for the Company and any entity that would be considered a single employer with the Company under Code Section 409A 414(b) or 414(c) (“Section 409A”whether an employee or an independent contractor) and, for purposes or that the level of bona fide services Executive will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than 49 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period. Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement, Section 8 by substituting the references to a “termination,” “termination of employment” or like terms shall mean “termination” with “separation from service.” Notwithstanding anything to the contrary in this Agreement”; however, if at the time Executive incurs a separation from service, Executive is a “specified employee” (within the meaning of 409A, any benefit or amount payable to the Executive under this Section 409A) 8 on the date account of the Executive’s separation from service, then any payments or benefits termination of employment that otherwise would constitutes nonqualified deferred compensation subject to 409A shall be payable under this Agreement within delayed until the first six months 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) . Within 14 calendar 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 Company shall pay to the Executive will (or his estate or beneficiary, as applicable) a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest rate of not less than the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to provide under this Section 8 but for the imposition of the 409A Suspension Period. Thereafter, the Executive shall receive any remaining payments and benefits due pursuant to under this Agreement Section 8 in accordance with its the terms of this Section (as if there had not been any suspension period beforehand). To the extent For purposes of this Agreement, each payment that severance payments or benefits under this Agreement are conditioned on the execution is part of a release by Executive, Executive shall forfeit all rights to such series of 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 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 separate payment for purposes 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 payment under this Agreement shall be considered a separate payment for 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 Agreement, a termination of employment unless such termination is also will be determined consistent with the rules relating to a “separation from service,” within the meaning of Internal Revenue Code as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”) and, for purposes of ). The Parties intend that this Agreement, references to the extent possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a “termination,” “manner, so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A, so as to avoid imposition of any additional tax to Executive under Section 409A. The Company makes no representation or warranty as to compliance with Section 409A and shall have no liability to Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything employment constitute deferred compensation subject to the contrary in this AgreementSection 409A, if the and Executive is deemed at the time of such termination of employment to be a “specified employeeExecutive” (within the meaning of under Section 409A, then such payment shall not be made or commence until the earlier of (i) on the date expiration of the Executive’s separation six (6)-month period measured 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 from the Company, or (ii) 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 death following such a separation from service; provided, or Executive’s deathhowever, if sooner, but that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that such payments or benefits provide would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the “deferral of compensation” within the meaning of Section 409A, after application of this provision, and the exemptions provided in Sections 1.409A-1(b)(4balance of the installments (if any) 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 be payable 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 Agreementtheir original schedule.