Common use of Code Section 409A Clause in Contracts

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended that any amounts payable under this Any lump sum payments due as Severance Benefits or Change of Control Severance Benefits hereunder shall be paid within 60 days following termination of employment so long as the Release has become effective during such 60-day period, but if such 60-day period during which Executive may sign and let become effective the Release, begins in a first taxable year and ends in a second taxable year, such payment shall only be made in the second taxable year. (b) This Agreement and the Company’s payments and Executive’s exercise of authority or discretion benefits hereunder shall comply with are intended to qualify for the provisions of short-term deferral exception to Section 409A of the Code Code, and the treasury regulations relating thereto so as not to subject Executive to the payment of interest all regulations, rulings and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result thereunder, all as amended and in Executive being subject effect from time to payment of interest and tax penalty under time (“Section 409A”), described in Treasury Regulation Section 1.409A-1(b)(4) to the parties agree to amend this Agreement maximum extent possible, and therefore, unless otherwise expressly provided herein, all Severance Benefits or Change in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements Control Severance Benefits shall be made within a commercially reasonable time after presentation of appropriate documentation but in paid no event later than two and one-half (2 1/2) months after the end of the taxable year immediately following of the year Executive in which Executive incurs such reimbursement expensesthe termination of employment occurs. To the extent they do not so qualify, (iithe Severance Benefits and Change of Control Severance Benefits are intended to qualify for the involuntary separation pay plan exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(9)(iii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitthe maximum extent possible. (c) To the extent Section 409A is applicable to this Agreement, this Agreement is intended to comply with Section 409A. Without limiting the discretion generality of either the Company or foregoing, if on the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes date of compliance with 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 amounts or benefits upon or following Executive is a termination of employment unless such termination is also a separation from service (“specified employee” within the meaning of Treasury Regulation Section 1.409A-1(h409A as determined in accordance with the Company’s procedures for making such determination, then to the extent required in order to comply with Section 409A (including with respect to any payments or benefits hereunder that are determined to be in substitution for “deferred compensation” subject to Section 409A), amounts that would otherwise be payable under this Agreement during the six-month period immediately following the termination date shall instead be paid on the earlier of (i) the first business day after the date that is six months following the termination date or (applying the 20% default post-separation limit thereunder)ii) as an employee and, for purposes of any such provision of this Agreement, Executive’s death. All references herein to a “terminationtermination date” or “termination of employment” shall mean “separation from service service” as an employee within the meaning of Section 409A. (d) It is intended that each installment of payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not 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 incurred 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. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderSection.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall not be deemed to have occurred for purposes payable only if the Change in Control constitutes a change in ownership or effective control of any provision of this Agreement providing for the payment of any amounts Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or benefits upon or following a termination of employment unless such termination is also a after the Executive’s separation from service (within the meaning of as defined under Treasury Regulation Section section 1.409A-1(h) )); provided, however, that if the Executive is a specified employee (applying the 20% default post-separation limit thereunderas defined under Treasury Regulation section 1.409A-1(i)) as an employee and), for purposes of any such provision of this Agreement, references payment that is scheduled to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following paid within six months after such separation from service as an employee as provided hereundershall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following his death.

Code Section 409A. (a) It To the extent applicable, it is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion any payment made hereunder shall comply with the provisions requirements of Section 409A of the Code Code, or an exemption or exclusion therefrom and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any related regulations or other guidance issued under promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A after shall have no force or effect until amended in the date of this Agreement would result in Executive being subject least restrictive manner necessary to payment of interest and tax penalty under comply with Code Section 409A, which amendment may be retroactive to the parties agree to amend extent permitted by Code Section 409A. Each payment under this Agreement in order shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to bring be made under this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or Agreement. All reimbursements and in-kind benefits, except as permitted by benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year immediately next following the calendar year in which Executive incurs such reimbursement expenses, the applicable fees and expenses were incurred; (ii) no such reimbursements or the amount of in-kind benefits will that the Company is obligated to pay or provide in any given calendar year shall not affect any other costs or expenses eligible for reimbursement, or any other the in-kind benefits that the Company is obligated to be provided, pay or provide in any other year and calendar year; (iii) no the Employee’s right to have the Company pay or provide such reimbursements or and in-kind benefits are subject may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to liquidation make such reimbursements or exchange for another payment to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or benefit. (c) Without limiting the discretion statement made by any agent or representative of either the Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the Executive to terminate the Executive’s employment hereunder consequences or characterization (including for any reason (or no reason), solely for purposes purpose of compliance with 409A a termination tax withholding and reporting) of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts compensation or benefits upon or following a termination hereunder under Code Section 409A and any similar sections of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderstate tax law.

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to To the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the payment extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of any amounts this Agreement to the contrary, no termination or similar payments or benefits upon or following a shall be payable hereunder on account of Executive’s termination of employment unless such termination is also constitutes a “separation from service (service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-1(h1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) (applying by the 20% default post-separation limit thereunder)) Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as an employee and, for purposes a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this AgreementAgreement to the contrary, references if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a “termination” or “termination of employment” shall mean separation from service as an employee six (6)-month delay following the Termination Date; and such all delayed payments shall thereupon be made at or accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such separation from service as an employee as provided hereunderdelayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) It The Agreement is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall to comply with the provisions requirements of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the or an exemption or exclusion therefrom. Each payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts Agreement shall be payable to Executive before such time treated as such a separate payment fully complies with the provisions for purposes of Section 409A andof the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to the extent that any regulations or other guidance issued be made under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest Agreement. All reimbursements and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefitsbenefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, except as permitted by Section 409A, including that (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year immediately next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive incurs shall have submitted an invoice for such reimbursement expenses, 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) no such reimbursements or the amount of in-kind benefits will that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect any other costs or expenses eligible for reimbursement, or any other the in-kind benefits that the Company is obligated to be provided, pay or provide in any other year and calendar year; (iii) no the Executive’s right to have the Company pay or provide such reimbursements or and in-kind benefits are subject may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to liquidation make such reimbursements or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate provide such in-kind benefits apply later than the Executive’s employment hereunder for remaining lifetime or if longer, through the 20th anniversary of the Effective Date. To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any reason (or no reason)elections made by the Company in accordance therewith, solely for purposes notwithstanding the timing of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of payment provided in any provision other Section of this Agreement, no payment, distribution or benefit under this Agreement providing for that constitutes a distribution of deferred compensation (within the payment meaning of any amounts or benefits Treasury Regulation Section 1.409A-1(b)) upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying )), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the 20% default postsix-month period after separation limit thereunder)) as an employee andfrom service, for purposes of will be made during such six- month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, distribution, settlement or provision of this Agreementthe any payments, references distributions or benefits delayed on account of Section 409A of the Code, such payments, distributions or benefits shall be paid or provided to a “termination” or “termination the personal representative of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderthe Executive’s estate within 30 days after the date of the Executive’s death.

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Code Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under (“Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that any regulations or other guidance issued under would cause this Agreement to fail to satisfy Section 409A after the date of shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement would result to the contrary, in Executive being the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced until six months after Executive’s separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due during the six-month delay shall be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of interest and tax penalty Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements of Section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, the parties agree amounts reimbursable to amend Executive under this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than paid to Executive on or before the end last day of the year immediately following the year in which Executive incurs such the expense was incurred and the amount of expenses eligible for reimbursement expenses, (ii) no such reimbursements or and in-kind benefits will affect provided to Executive) during any other costs one year may not effect amounts reimbursable or expenses eligible for reimbursementprovided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or any other in-kind benefits to be providedare exempt from, Section 409A, and in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either event shall the Company or the Executive to terminate the Executive’s employment hereunder be liable for any reason (portion of any taxes, penalties, interest or no reason), solely for purposes other expenses that may be incurred by Executive on account of non-compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.409A.

Code Section 409A. (a) It is intended that Notwithstanding anything in this Agreement to the contrary, the receipt of any amounts payable benefits under this Agreement and the Company’s and Executive’s exercise as a result of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed subject to have occurred for purposes satisfaction of any provision of this Agreement providing for the payment of any amounts or benefits upon or following condition precedent that the Participant undergo a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h) (applying or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the 20% default post-separation limit thereundermeaning of that term under Code Section 409A(a)(2)(B)) as an employee and, for purposes then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such provision payment or benefit shall not be made or provided prior to the earlier of this Agreement, references to a (i) the expiration of the six (6) month period measured from the date of the Participant’s “termination” or “termination of employment” shall mean separation from service service” (as an employee such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall thereupon be made at paid or following such separation from service as an employee as provided hereunderin accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any amounts provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of a Termination unless such Termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 18 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.Code. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderschedule established herein.

Code Section 409A. (a) It This Section 13 applies if the Executive is intended that any subject to taxation under the Code. This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the and such payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service obligation constitutes “deferred compensation” (within the meaning of as defined under Treasury Regulation Section 1.409A-1(hsection 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (applying b)(12)), it shall be payable only if the 20% default post-separation limit thereunder)) Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service, as an employee andapplicable; provided, for purposes of however, that if the Executive is a Specified Employee, any such provision payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of this Agreementthe seventh month beginning after the date of the Executive’s Separation from Service or, references to a “termination” if earlier, within fifteen days after the appointment of the personal representative or “termination executor of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or the Executive’s estate following such separation from service as an employee as provided hereunderthe Executive’s death.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) It is intended The parties agree that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall be interpreted to comply with or, to the provisions of extent possible, be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations relating thereto so as not to subject Executive and guidance promulgated thereunder to the payment extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest and tax penalty which or penalties that may be imposed on Executive under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Code Section 409A and, or any damages for failing to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance comply with Code Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee 409A and, for purposes of any such provision of this Agreement, references to a “termination,” or “termination of employment” or like terms shall mean “separation from service service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as an employee permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall thereupon be made at on or before the last day of Executive’s taxable year following such separation from service the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as an employee as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided hereunderotherwise herein.

Code Section 409A. (a) It is Payments made pursuant to this Plan and the Agreement are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any amounts payable under provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Options granted to Optionees who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the Options shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any Options granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Optionee by Section 409A, and the Company’s and Executive’s exercise Optionee shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its affiliates for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Optionee under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A andto the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Optionee’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. If the Optionee is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent that any regulations or other guidance issued payment under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end first day of the year immediately seventh month following the year in which Executive incurs such reimbursement expensesOptionee’s separation from service, or (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the Optionee’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion aggregate in a lump sum, without interest, on the first day of either the Company or seventh month following the Executive to terminate the ExecutiveOptionee’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It is intended the intention of the parties that any amounts payable under the provisions of this Agreement and shall, to the Company’s and Executive’s exercise of authority or discretion hereunder shall maximum extent permissible, comply with the provisions requirements of the short-term deferral exception to Section 409A of the Code and the treasury regulations relating thereto so as not Treasury Regulations Section 1.409A-1(b)(4) with respect to subject Executive one or more shares of Common Stock underlying this Award. Accordingly, to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance extent there is any ambiguity as to whether one or more provisions of this interestAgreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions, as they apply to such shares of Common Stock, shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) However, to the extent this Agreement should be deemed to create a deferred compensation arrangement subject to the requirements of Code Section 409A with respect to one or more shares of Common Stock underlying this Award, whether by reason of a deferral election that satisfies the requirements of Paragraph 7 above or the pro-rata Continuous Service vesting provisions of this Agreement, then the following provisions shall apply with respect to those shares, notwithstanding anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions set forth herein: - None of Section 409A and, to the extent that any regulations those shares of Common Stock or other guidance amounts which become issuable or distributable with respect to those shares by reason of Participant’s cessation of Continuous Service shall actually be issued under Section 409A after or distributed to Participant until the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409AParticipant’s Separation from Service or as soon thereafter as administratively practicable, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. - None of those shares of Common Stock or other amounts which become issuable or distributable with respect to those shares by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first (1st) day of the seventh (7th) month following the date of Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred shares of Common Stock or other distributable amount shall be issued or distributed in a lump sum on the first (1st) day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first (1st) day of the month immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either date the Company or receives proof of Participant’s death. - No amounts that vest and become payable under Paragraph 4 of this Agreement with respect to those shares of Common Stock by reason of a Change in Control shall be distributed to Participant at the Executive to terminate time of such Change in Control, unless that transaction also constitutes a Qualifying Change in Control. In the Executive’s employment hereunder for any reason (or no reason)absence of such a Qualifying Change in Control, solely for purposes of compliance with 409A a termination of employment the distribution shall not be deemed made until the date on which the shares of Common Stock to which those amounts pertain would have occurred for purposes become issuable in accordance with the provisions of any provision Paragraph 6(a) of this Agreement. - If a deferral election under Paragraph 7 of this Agreement providing for is in effect with respect to any shares of Common Stock underlying this Award, no amounts that vest and become payable under Paragraph 4 with respect to those shares by reason of a Change in Control shall be distributed to Participant at the payment time of any that Change in Control unless the transaction also constitutes a Qualifying Change in Control. In the absence of such a Qualifying Change in Control, the distribution shall not be made until the date on which the shares of Common Stock to which those amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision pertain would have become issuable in accordance with Participant’s deferral election under Paragraph 7 of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 6, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment or benefit. (c) Without limiting the discretion obligation under this Agreement arises on account of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the and such payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service obligation constitutes “deferred compensation” (within the meaning of as defined under Treasury Regulation Section 1.409A-1(hsection 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (applying b)(12)), it shall be payable only after the 20% default post-separation limit thereunder)) as an employee andExecutive’s Separation from Service; provided, for purposes however, that if the Executive is a Specified Employee, any payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of any such provision the seventh month beginning after the date of this Agreementthe Executive’s Separation from Service or, references to a “termination” if earlier, within fifteen days after the appointment of the personal representative or “termination executor of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or the Executive’s estate following such separation from service as an employee as provided hereunderthe Executive’s death.

Code Section 409A. (a) It is intended that any amounts payable To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement and is hereby designated as a series of “separate payments” within the Company’s and meaning of Section 409A of the Code. (b) If the Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s exercise of authority Separation from Service, to the extent that the payments or discretion hereunder shall comply with the provisions of benefits under this Agreement are subject to Section 409A of the Code and the treasury regulations relating thereto so as not delayed payment or distribution of all or any portion of such amounts to subject which Executive is entitled under this Agreement is required in order to the payment of interest and tax penalty which may be imposed avoid a prohibited distribution under Section 409A. In furtherance 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this interestSection 7.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of (i) the date that is six (6)-months following Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefitsbenefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, except as permitted reimbursement requests must be timely submitted by Section 409AExecutive and, (i) all such reimbursements if timely submitted, reimbursement payments shall be made within a commercially reasonable time after presentation of appropriate documentation to Executive as soon as administratively practicable following such submission, but in no event later than the end last day of the Executive’s taxable year immediately following the taxable year in which the expense was incurred. In no event shall Executive incurs such be entitled to any reimbursement expenses, (ii) no such reimbursements or payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits and reimbursements that would result in taxable compensation income to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitExecutive. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (ai) It To the extent applicable, it is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion any payment made hereunder shall comply with the provisions requirements of Section section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the treasury regulations relating thereto so as not Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to subject Executive fail to satisfy Code section 409A shall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the payment of interest and tax penalty Executive, which amendment may be imposed under Section 409A. In furtherance of this interest, anything retroactive to the contrary herein notwithstanding, no amounts shall be payable extent permitted by Code section 409A. Notwithstanding anything in this Agreement to Executive before such time as such payment fully complies with the provisions of Section 409A andcontrary, to the extent that any regulations amount or other guidance issued benefit that would constitute "nonqualified deferred compensation" under Section Code section 409A after would otherwise be payable or distributable hereunder by reason of the date Employee's termination of employment, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Code section 409A or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this Agreement would result in Executive being subject to provision prevents the payment or distribution of interest and tax penalty under Section any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.-compliant "separation from service." (bii) With regard to any provision herein that provides for reimbursement of expenses or All reimbursements and in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements benefits provided under this Agreement shall be made within a commercially reasonable time after presentation or provided in accordance with the requirements of appropriate documentation but Code section 409A, including, without limitation, that [a] in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year immediately next following the calendar year in which Executive incurs such reimbursement expensesthe applicable fee and expenses were incurred, (ii) no such reimbursements or [b] the amount of in-kind benefits will that the Company is obligated to pay or provide in any given calendar year shall not affect any other costs or expenses eligible for reimbursement, or any other the in-kind benefits that the Company is obligated to be provided, pay or provide in any other year calendar year; and (iii) no [c] the Executive's right to have the Company pay or provide such reimbursements or and in-kind benefits are subject to liquidation may not be liquidated or exchange exchanged for another payment or any other benefit. (ciii) Without limiting To the discretion extent the Executive is a "specified employee," as defined in section 409A(a)(2)(B)(i) of either the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company or in accordance therewith, notwithstanding the Executive to terminate the Executive’s employment hereunder for timing of payment provided in any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision other section of this Agreement, no payment, distribution or benefit under this Agreement providing for the payment that constitutes a distribution of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service nonqualified deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereundersection 1.409A-1(b)) as an employee andupon the Executive's "separation from service" (within the meaning of Treasury Regulation section 1.409A-1(h)), for purposes of after taking into account all available exemptions, that would otherwise by payable during the six-month period after the Executive's separation from service, will not be made during such six-month period, and any such provision of this Agreementpayment, references to distribution or benefit will instead be paid on the first business day after such six-month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following a “termination” or “termination of employment” shall mean separation from service as an employee and but before the Delayed Payment Date, such payments amounts shall thereupon be made at or paid to the personal representative of the Executive's estate within thirty (30) days following such separation from service as an employee as provided hereunderthe Executive's death.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 14, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall not be deemed to have occurred for purposes payable only if the Change in Control constitutes a change in ownership or effective control of any provision of this Agreement providing for the payment of any amounts Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or benefits upon or following a termination of employment unless such termination is also a after the Executive’s separation from service (within the meaning of as defined under Treasury Regulation Section section 1.409A-1(h) )); provided, however, that if the Executive is a specified employee (applying the 20% default post-separation limit thereunderas defined under Treasury Regulation section 1.409A-1(i)) as an employee and), for purposes of any such provision of this Agreement, references payment that is scheduled to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following paid within six months after such separation from service as an employee as provided hereundershall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following his death.

Code Section 409A. (ai) It To the extent applicable, it is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion any payment made hereunder shall comply with the provisions requirements of Section section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the treasury regulations relating thereto so as not Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to subject Executive fail to satisfy Code section 409A shall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the payment of interest and tax penalty Employee, which amendment may be imposed under Section 409A. In furtherance of this interest, anything retroactive to the contrary herein notwithstanding, no amounts shall be payable extent permitted by Code section 409A. Notwithstanding anything in this Agreement to Executive before such time as such payment fully complies with the provisions of Section 409A andcontrary, to the extent that any regulations amount or other guidance issued benefit that would constitute "nonqualified deferred compensation" under Section Code section 409A after would otherwise be payable or distributable hereunder by reason of the date Employee's termination of employment, such amount or benefit will not be payable or distributable to the Employee by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Code section 409A or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this Agreement would result in Executive being subject to provision prevents the payment or distribution of interest and tax penalty under Section any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.-compliant "separation from service." (bii) With regard to any provision herein that provides for reimbursement of expenses or All reimbursements and in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements benefits provided under this Agreement shall be made within a commercially reasonable time after presentation or provided in accordance with the requirements of appropriate documentation but Code section 409A, including, without limitation, that [a] in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year immediately next following the calendar year in which Executive incurs such reimbursement expensesthe applicable fee and expenses were incurred, (ii) no such reimbursements or [b] the amount of in-kind benefits will that the Company is obligated to pay or provide in any given calendar year shall not affect any other costs or expenses eligible for reimbursement, or any other the in-kind benefits that the Company is obligated to be provided, pay or provide in any other year calendar year; and (iii) no [c] the Employee's right to have the Company pay or provide such reimbursements or and in-kind benefits are subject to liquidation may not be liquidated or exchange exchanged for another payment or any other benefit. (ciii) Without limiting To the discretion extent the Employee is a "specified employee," as defined in section 409A(a)(2)(B)(i) of either the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company or in accordance therewith, notwithstanding the Executive to terminate the Executive’s employment hereunder for timing of payment provided in any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision other section of this Agreement, no payment, distribution or benefit under this Agreement providing for the payment that constitutes a distribution of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service nonqualified deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereundersection 1.409A-1(b)) as an employee andupon the Employee's "separation from service" (within the meaning of Treasury Regulation section 1.409A-1(h)), for purposes of after taking into account all available exemptions, that would otherwise by payable during the six-month period after the Employee's separation from service, will not be made during such six-month period, and any such provision of this Agreementpayment, references to distribution or benefit will instead be paid on the first business day after such six-month period (the "Delayed Payment Date"); provided, however, that if the Employee dies following a “termination” or “termination of employment” shall mean separation from service as an employee and but before the Delayed Payment Date, such payments amounts shall thereupon be made at or paid to the personal representative of the Employee's estate within thirty (30) days following such separation from service as an employee as provided hereunderthe Employee's death.

Code Section 409A. (a) It is intended Notwithstanding anything in this Agreement to the contrary, to the extent that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority amount or discretion hereunder shall comply with the provisions benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the occurrence of Executive’s separation from service, such amount or benefit will not be payable or distributable to Executive by reason of such separation from service unless (i) the circumstances giving rise to such separation from service meet any description or definition of “separation from service” in Section 409A of the Code and the treasury applicable regulations relating thereto so as not (without giving effect to subject Executive to any elective provisions that may be available under such definition), or (ii) the payment or distribution of interest and tax penalty which may such amount or benefit would be imposed under Section 409A. In furtherance of this interest, anything to exempt from the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit specified herein as “subject to Section 24 hereof,” or any other amount or benefit that would otherwise constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service (the “Delay Period”); and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the end of the Delay Period, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume; and (iii) to the extent that any regulations or other guidance issued under this Section 409A after 24(b) applies to the date provision of this Agreement would result in Welfare Benefits, Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation entitled to pay the full cost of appropriate documentation but in no event later than premiums to maintain the Welfare Benefits during the Delay Period, and the Company shall pay to Executive an amount equal to the amount of such premiums promptly following the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitDelay Period. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended the intention of the parties that any amounts payable under the provisions of this Agreement and shall, to the Company’s and Executive’s exercise of authority or discretion hereunder shall maximum extent permissible, comply with the provisions requirements of the short-term deferral exception to Section 409A of the Code and the treasury regulations relating thereto so as not Treasury Regulations Section 1.409A-1(b)(4) with respect to subject Executive each Tranche of Performance Shares under this Award. Accordingly, to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance extent there is any ambiguity as to whether one or more provisions of this interestAgreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions, as they apply to each Tranche, shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) However, to the extent this Agreement should be deemed to create a deferred compensation arrangement subject to the requirements of Code Section 409A with respect to one or more Tranches of the Performance Shares, whether by reason of a deferral election that satisfies the requirements of Paragraph 7 above or the pro-rata Continuous Service vesting provisions of this Agreement, then the following provisions shall apply with respect to any such Tranche, notwithstanding anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions set forth herein: - No shares of Section 409A and, to the extent that any regulations Common Stock or other guidance amounts which become issuable or distributable with respect to such Tranche by reason of Participant’s cessation of Continuous Service shall actually be issued under Section 409A after or distributed to Participant until the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409AParticipant’s Separation from Service or as soon thereafter as administratively practicable, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. - No shares of Common Stock or other amounts which become issuable or distributable with respect to such Tranche by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first (1st) day of the seventh (7th) month following the date of Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred shares of Common Stock or other distributable amount shall be issued or distributed in a lump sum on the first (1st) day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first (1st) day of the month immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either date the Company or receives proof of Participant’s death. - No amounts that vest and become payable under Paragraph 4 of this Agreement with respect to that Tranche by reason of a Change in Control shall be distributed to Participant at the Executive time of such Change in Control, unless that transaction also constitutes a Qualifying Change in Control. In the absence of such a Qualifying Change in Control, the distribution shall not be made until the date on which the shares of Common Stock to terminate which those amounts pertain would have become issuable in accordance with the Executiveprovisions of Paragraph 6(a) of this Agreement. - If a deferral election under Paragraph 7 of this Agreement is in effect with respect to any Tranche of Performance Shares under this Award, no amounts that vest and become payable under Paragraph 4 with respect to that particular Tranche by reason of a Change in Control shall be distributed to Participant at the time of that Change in Control unless the transaction also constitutes a Qualifying Change in Control. In the absence of such a Qualifying Change in Control, the distribution shall not be made until the date on which the shares of Common Stock to which those amounts pertain would have become issuable in accordance with Participant’s employment hereunder for any reason (or no reason), solely deferral election under Paragraph 7 of this Agreement. - The shares of Common Stock that are issuable pursuant to each Tranche of Performance Shares in accordance with the provisions of this Agreement and attached Schedule I shall be deemed a separate payment for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.409A.

Code Section 409A. (a) It is Payments made pursuant to this Plan and the Agreement are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any amounts payable under provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Company’s and Executive’s exercise Participant shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its affiliates for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A andto the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent that any regulations or other guidance issued payment under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end first day of the year immediately seventh month following the year in which Executive incurs such reimbursement expensesParticipant’s separation from service, or (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion aggregate in a lump sum, without interest, on the first day of either the Company or seventh month following the Executive to terminate the ExecutiveParticipant’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any amounts provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Company does not guarantee that any such benefits will satisfy the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period (based on the prime rate as reflected in the Wall Street Journal). Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderschedule established herein.

Code Section 409A. The Employer makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirement from Employee or any other person to the Employer, any of its affiliates or any other person. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Employer, its affiliates and any other person with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder shall be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (aand such payments and benefits), the parties intend that this Agreement (and such payments and benefits) It shall comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Employee’s employment are intended to mean Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Employee is intended a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), when he/she separates from service, within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that any amounts would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the Companyevent of Employee’s and Executivedeath, Employee’s exercise estate) in a lump sum on the first business day following the earlier of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after (a) the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. that is six months after Employee’s separation from service or (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitEmployee’s death. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. (b) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A of the Code. (c) If the Company determines in good faith that any amounts payable under provision of this Agreement would cause Employee to incur an additional tax, penalty, or interest under Section 409A of the Code, the Company and Employee shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the Company’s and Executive’s exercise maximum extent practicable the original intent of authority or discretion hereunder shall comply with the applicable provision without violating the provisions of Section 409A of the Code and or causing the treasury regulations relating thereto so as not to subject Executive to the payment imposition of such additional tax, penalty, or interest and tax penalty which may be imposed under Section 409A. In furtherance 409A of the Code. (d) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Employee under this interestAgreement. The Company shall not be liable to Employee for any payment made under this Agreement that is determined to result in an additional tax, anything to penalty, or interest under Section 409A of the contrary herein notwithstandingCode, no amounts shall be payable to Executive before such time nor for reporting in good faith any payment made under this Agreement as such payment fully complies with an amount includible in gross income under Section 409A of the provisions Code. (e) For purposes of Section 409A andof the Code, the right to the extent that any regulations or other guidance issued a series of installment payments under Section 409A after the date of this Agreement would result in Executive being subject shall be treated as a right to payment a series of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.separate payments. (bf) With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefitsbenefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except as permitted by for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A, 105(b) of the Code; (i2) all such reimbursements the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred; and (3) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (cg) Without limiting “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the discretion Code, Employee’s “separation from service” as defined in Section 409A of either the Code. (h) If a payment obligation under this Agreement arises on account of Employee’s separation from service while Employee is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service (the aggregate of such scheduled payments, the “Delayed Payment”) shall, in lieu thereof, be paid, as adjusted for earnings or losses thereon, within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of Employee’s estate following his death. In the event that the provisions of this Section 3.6(h) shall apply to any payment obligation under this Agreement and provided the Employee executes a Release Agreement, the Company or shall make an irrevocable contribution of an amount equal to the Executive Delayed Payment to terminate a grantor trust established consistent with the Executiveterms of Revenue Procedure 92-64, 33 I.R.B. 11 (8/17/92) (the “Rabbi Trust”) with a financial institution approved by the Employee, which approval will not be withheld unreasonably, serving as the third-party trustee thereof, under the terms of which the assets of the trust may be used, in the absence of the Company’s employment hereunder for any reason (or no reason)insolvency, solely for purposes of fulfilling the Company’s obligation to pay the Delayed Payment to Employee in compliance with 409A a termination Section 409A(a)(2)(B)(i) of employment the Code. The Company’s obligation to make the contribution to the Rabbi Trust under the immediately preceding sentence shall not be deemed to have occurred for purposes of any provision of this arise on the date that the Release Agreement providing for the payment of any amounts required under Section 3.3 or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee 3.4 becomes effective and such payments contribution shall thereupon be made at or following by no later than the tenth business day (excluding federal holidays) after such separation effective date. Employee shall be permitted to direct the trustee how to invest the trust assets held on Employee’s behalf. The Company shall bear all costs, expenses and fees, including legal and trustee fees, of establishing and maintaining the Rabbi Trust; provided, however, that all brokerage fees, investment transaction fees and applicable taxes shall be paid from service as an employee as provided hereunderthe trust assets.

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations Treasury Regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for the reimbursement of expenses or the provision of in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement reimbursable expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It This Agreement is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and the treasury regulations relating thereto so shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as not separation pay due to subject Executive an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of interest and tax penalty which may employment shall only be imposed made upon a “separation from service” under Section 409A. In furtherance of this interest, Notwithstanding anything herein to the contrary herein notwithstandingcontrary, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest all taxable reimbursements and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect provided by Company under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any other costs or reimbursement shall be for expenses incurred by Executive during the period of time specified in the Agreement; (ii) any in-kind benefits must be provided by Company during the period of time specified in the Agreement; (iii) the amount of expenses eligible for reimbursement, or any other 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 year calendar year; and (iiiiv) no such reimbursements the right to reimbursement or in-kind benefits are is not subject to liquidation or exchange for another payment or benefit. (c) Without limiting . Notwithstanding the discretion of either foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or the any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes on account of non-compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.409A.

Code Section 409A. (a) It is intended To the extent that the right to any amounts payable payment under this Agreement and provides for deferred compensation within the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions meaning of Section 409A of the Code and the treasury regulations relating thereto so as that is not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of exempt from Code Section 409A and, to the extent that any regulations as involuntary separation pay or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or ina short-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason term deferral (or no reasonotherwise), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the any payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee 409A and, for purposes of any such provision of this Agreementprovision, references to a “termination,” or “termination of employment,” or like terms shall mean “separation from service as an employee and service.” In addition, notwithstanding any provision to the contrary in this agreement, if Executive is deemed on the date of Executive’s “separation from service” (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of Code Section 409A), then with regard to any payment under this Agreement that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payments payment shall thereupon not be made at prior to the later of (1) June 30, 2012, or following such (2) the earlier of (a) the expiration of the six (6) month period measured from the date of Executive’s “separation from service service” and (b) the date of Executive’s death. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In addition, to the extent that any reimbursement or in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an employee as in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided hereunderherein, any such reimbursement of an expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with the Company’s requirements and Executive’s exercise exemptions under Section 409A. If any provision of authority this Agreement is found not to comply with, or discretion hereunder shall comply with otherwise not be exempt from, the provisions of Section 409A 409A, it shall be modified and given effect, in the sole reasonable discretion of the Code Employer and without requiring the treasury regulations relating thereto so Executive’s consent, in such manner as not the Employer reasonably determines to subject Executive be necessary or appropriate to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interestcomply with, anything or to the contrary herein notwithstandingeffectuate an exemption from, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A; provided, however, that in exercising its discretion, the parties agree to amend Employer shall modify this Agreement in order the least restrictive manner necessary and provided further that the Employer have no obligation to bring indemnify the Executive or hold the Executive harmless from any adverse tax consequences related to any failure to comply with Section 409A. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as provided under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in no event later than this Agreement and in accordance with Employer’s normal reimbursement procedures for senior management, and (iii) the end of the year immediately following the year in which Executive incurs such right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion If a payment obligation under this Agreement arises on account of either the Company or the Executive to terminate the Executive’s termination of his employment hereunder for any reason and such payment obligation constitutes “deferred compensation” (or no reasonas defined under Treasury Regulation section 1.409A-1(b)(1), solely for purposes of compliance with 409A a termination of employment after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall not be deemed to have occurred for purposes of any provision of this Agreement providing for payable only after the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Executive’s “separation from service service” (within the meaning of as defined under Treasury Regulation Section section 1.409A-1(h) )); provided, however, that if the Executive is a “specified employee” (applying the 20% default post-separation limit thereunderas defined under Treasury Regulation section 1.409A-1(i)) as an employee and), for purposes of any such provision of this Agreement, references payment obligation that is scheduled to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following paid within six months after such separation from service as an employee as provided hereundershall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s death.

Code Section 409A. (a) It is intended that Notwithstanding anything in this Agreement to the contrary, the receipt of any amounts payable benefits under this Agreement and the Company’s and Executive’s exercise as a result of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed subject to have occurred for purposes satisfaction of any provision of this Agreement providing for the payment of any amounts or benefits upon or following condition precedent that the Participant undergo a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h) (applying or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the 20% default post-separation limit thereundermeaning of that term under Code Section 409A(a)(2)(B)) as an employee and, for purposes then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such provision payment or benefit shall not be made or provided prior to the earlier of this Agreement, references to a (i) the expiration of the six (6) month period measured from the date of the Participant's “termination” or “termination of employment” shall mean separation from service service” (as an employee such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall thereupon be made at paid or following such separation from service as an employee as provided hereunderin accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with, or be exempt from, Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any amounts provision of this Agreement to the contrary, no termination or similar payments or benefits (which constitute “non-qualified deferred compensation” under Code Section 409A) shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Company does not guarantee that any such benefits will satisfy the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, only to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period (based on the prime rate as reflected in the Wall Street Journal). Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderschedule established herein.

Code Section 409A. (a) It To the extent applicable, it is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion any payment made hereunder shall comply with the provisions requirements of Section 409A of the Code Code, and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any related regulations or other guidance issued under promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service ("Code Section 409A"). Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A after the date of this Agreement would result in Executive being subject shall have no force or effect until amended to payment of interest and tax penalty under comply with Code Section 409A, which amendment may be retroactive to the parties agree to amend extent permitted by Code Section 409A. Each payment under this Agreement in order shall be treated as a separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to bring be made under this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or Agreement. All reimbursements and in-kind benefits, except as permitted by benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year immediately next following the calendar year in which Executive incurs such reimbursement expenses, the applicable fees and expenses were incurred; (ii) no such reimbursements or the amount of in-kind benefits will that the Company is obligated to pay or provide in any given calendar year shall not affect any other costs or expenses eligible for reimbursement, or any other the in-kind benefits that the Company is obligated to be provided, pay or provide in any other year and calendar year; (iii) no the Employee’s right to have the Company pay or provide such reimbursements or and in-kind benefits are subject to liquidation may not be liquidated or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder exchanged for any reason 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 the Employee’s remaining lifetime. Notwithstanding anything contained herein to the contrary, (x) in no event shall the Date of Termination occur until the Employee experiences a “separation of service” within the meaning of Code Section 409A, and the date on which such separation from service takes place shall be the “Date of Termination,” and all references herein to a “termination of employment” (or no reason), solely for purposes words of compliance with similar meaning) shall mean a “separation of service” within the meaning of Code Section 409A a termination of employment shall not be deemed and (y) to have occurred for purposes of any provision of this Agreement providing for the extent the payment of any amounts or benefits upon or following a termination amount pursuant to Section 9 of employment unless such termination is also a separation from service this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder1.409A-1(b)) as and such amount is payable within a number of days (e.g., no later than the sixty-fifth (65th) calendar day after the Date of Termination) that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. The Employee acknowledges that he has been advised to consult with an employee and, for purposes attorney and any other advisors of any such provision of Employee’s choice prior to executing this Agreement, references and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to a “termination” the consequences or “termination characterization (including for purpose of employment” shall mean separation from service as an employee tax withholding and such payments shall thereupon be made at reporting) of the payment of any compensation or following such separation from service as an employee as provided hereunderbenefits hereunder under Section 409A of the Code and any similar sections of state tax law.

Code Section 409A. (a) It Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that any amounts payable under this Agreement the payments and benefits set forth herein shall either be exempt from the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions requirements of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts or shall be payable to Executive before such time as such payment fully complies comply with the provisions requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that any regulations the payments and benefits set forth herein comply with or other guidance issued under are exempt from the requirements of Code Section 409A after the date of this Agreement would result in Executive being subject and agree not to payment of interest take any position, and tax penalty under Section 409Ato cause their affiliates, the parties agree successors and assigns not to amend this Agreement in order to bring this Agreement into compliance take any position, inconsistent with Section 409A.such interpretation for any reporting purposes, whether internal or external. (b) With regard Notwithstanding anything in this Agreement or elsewhere to any provision herein that provides for reimbursement of expenses or in-kind benefitsthe contrary, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Employee’s employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee 409A and, for purposes of any such provision of this Agreement, references to a “termination,” or “termination of employment” or like terms shall mean “separation from service as an employee service” and such payments shall thereupon be made at or following the date of such separation from service shall be treated as an employee the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if the Employee 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 (6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Employee’s separation from service except as provided hereunderin 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 Employee in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh month following the Employee’s separation from service or (ii) the 10th business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if the period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), then, to the extent required by Code Section 409A, any payments that are subject to such general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the first normal payment date in the second calendar year with all remaining payments to be paid as if such delay had not occurred.

Code Section 409A. (a) It is intended The parties intend that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply will be administered in accordance with the provisions of Internal Revenue Code Section 409A of the (“Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to 409A”). To the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing is ambiguous as to its compliance with Code Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Code Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Code Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. No action or failure by the Bank in good faith to act, pursuant to this Section 8.1, shall subject the Bank to any claim, liability, or expense, and the Bank shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Code Section 409A, the Bank determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the payment. To the extent that any amounts payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon or following a termination the Executive’s “separation from service.” The determination of employment unless such termination is also whether and when a separation from service (within has occurred shall be made in accordance with the meaning of presumptions set forth in Treasury Regulation Section 1.409A-1(h) (applying the 20% default post1.409A-separation limit thereunderl(h)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (ai) It Notwithstanding any provision to the contrary in this Agreement, if Executive is intended that deemed by the Corporation at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any amounts payable portion of the benefits to which Executive is entitled under this Agreement and is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Company’s and Code, such portion of Executive’s exercise benefits shall not be provided to Executive prior to the earlier of authority or discretion hereunder shall comply (A) the expiration of the six-month period measured from the date of the Separation from Service with the provisions Corporation or (B) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10(m)(i) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code and (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive each installment payment (the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts “Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment. (ii) In addition, any reimbursements payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, pursuant to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within paid in a commercially reasonable time after presentation of appropriate documentation timely manner to Executive, but in no event later than the end December 31 of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will the cost was incurred. The amount of expenses reimbursed in one year shall not affect any other costs or expenses the amount eligible for reimbursement, or any other in-kind benefits to be provided, reimbursement in any other year subsequent year, and (iii) no such reimbursements or in-kind benefits are Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to To the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the payment extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of any amounts this Agreement to the contrary, no termination or similar payments or benefits upon or following a shall be payable hereunder on account of the Executive’s termination of employment unless such termination is also constitutes a “separation from service (service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-1(h1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) (applying by the 20% default post-separation limit thereunder)) Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as an employee and, for purposes a guarantee of any particular tax effect for the Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this AgreementAgreement to the contrary, references if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a “termination” or “termination of employment” shall mean separation from service as an employee six (6)-month delay following the Termination Date; and such all delayed payments shall thereupon be made at or accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of the Executive’s death), with all such separation from service as an employee as provided hereunderdelayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) To the extent that any of the terms and conditions contained herein which were modified by this amended and restated agreement constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that any amounts payable under this the Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Code Section 409A of the Code and the treasury Treasury regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest and tax penalty which may be imposed under Code Section 409A. In furtherance of this interestintent, anything to the contrary herein notwithstanding, no amounts this Agreement shall be payable to Executive before such time as such payment fully complies interpreted, operated and administered in a manner consistent with the provisions of Section 409A andthese intentions, and to the extent that any regulations or other guidance issued under Code Section 409A after the date of this Agreement would result in the Executive being subject to payment of additional income taxes or interest and tax penalty under Code Section 409A, the parties agree to amend this the Agreement in order to bring this maintain to the maximum extent practicable the original intent of the Agreement into compliance with while avoiding the application of such taxes or interest under Code Section 409A. (bc) With regard to Notwithstanding any provision herein that provides for reimbursement in the Agreement to the contrary if, as of expenses or in-kind benefitsthe effective date of Executive’s termination of employment, except as permitted by he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Executive’s separation from service. For purposes of Code Section 409A, (i) all such reimbursements shall be installment payments of deferred compensation made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursementhereunder, or any other in-kind benefits pursuant to be providedanother plan or arrangement, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of any provision the first day of this Agreement providing for the payment of any amounts or benefits upon or seventh-month following a termination of employment unless such termination is also a separation from service (within or, if earlier, the meaning date of Treasury Regulation Section 1.409A-1(hdeath of the Executive) with all such delayed payments being credited with interest (applying compounded monthly) for this period of delay equal to the 20% default postprime rate in effect on the first day of such six-separation limit thereunder)) as an employee and, for purposes month period. Any portion of any such provision of this Agreement, references the benefits hereunder that were not otherwise due to a “termination” or “be paid during the six-month period following the termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderpaid to the Executive in accordance with the payment schedule established herein.

Code Section 409A. (a) It is intended that Notwithstanding anything in this Agreement to the contrary, the receipt of any amounts payable benefits under this Agreement and the Company’s and Executive’s exercise as a result of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed subject to have occurred for purposes satisfaction of any provision of this Agreement providing for the payment of any amounts or benefits upon or following condition precedent that the Participant undergo a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h) (applying or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the 20% default post-separation limit thereundermeaning of that term under Code Section 409A(a)(2)(B)) as an employee and, for purposes then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such provision payment or benefit shall not be made or provided prior to the earlier of this Agreement, references to a (i) the expiration of the six (6) month period measured from the date of the Participant's “termination” or “termination of employment” shall mean separation from service service” (as an employee such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall thereupon be made at paid or following such separation from service as an employee as provided hereunderin accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. (a) It The Agreement is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall to comply with the provisions requirements of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the or an exemption or exclusion therefrom. Each payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts Agreement shall be payable to Executive before such time treated as such a separate payment fully complies with the provisions for purposes of Section 409A andof the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to the extent that any regulations or other guidance issued be made under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest Agreement. All reimbursements and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefitsbenefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, except as permitted by Section 409A, including that (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year immediately next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive incurs shall have submitted an invoice for such reimbursement expenses, 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) no such reimbursements or the amount of in-kind benefits will that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect any other costs or expenses eligible for reimbursement, or any other the in-kind benefits that the Company is obligated to be provided, pay or provide in any other year and calendar year; (iii) no the Executive’s right to have the Company pay or provide such reimbursements or and in-kind benefits are subject may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to liquidation make such reimbursements or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate provide such in-kind benefits apply later than the Executive’s employment hereunder for remaining lifetime or if longer, through the 20th anniversary of the Effective Date. To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any reason (or no reason)elections made by the Company in accordance therewith, solely for purposes notwithstanding the timing of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of payment provided in any provision other Section of this Agreement, no payment, distribution or benefit under this Agreement providing for that constitutes a distribution of deferred compensation (within the payment meaning of any amounts or benefits Treasury Regulation Section 1.409A-1(b)) upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying )), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the 20% default postsix-month period after separation limit thereunder)) as an employee andfrom service, for purposes will be made during such six- month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Section 409A of the Code, such provision payments, distributions or benefits shall be paid or provided to the personal representative of this Agreement, references to a “termination” or “termination the Executive’s estate within 30 days after the date of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderthe Executive’s death.

Code Section 409A. With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (atogether “Code Section 409A”) It and that are payable on account of Executive’s termination of employment, such payments shall only be made if and when such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. The Company may adjust any payment hereunder that the Company determines is intended necessary to avoid liability or obligation under Code Section 409A but such adjustments shall ensure that any amounts payable under the payments are made in a manner that is as close to the terms of this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, possible. Notwithstanding anything to the contrary herein notwithstandingcontained in this Agreement, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued all reimbursements for costs and expenses under Section 409A after the date of this Agreement would result will be paid in no event later than the end of the calendar year following the calendar year in which Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) incurs such expense. 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) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements 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. In the event that the period for Executive to execute any required release and the Company’s obligation to pay any amount referenced in the section straddles two (2) calendar years, the payment will be made in the later calendar year. The Company makes no representations or benefit. (c) Without limiting warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the discretion of either Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or the Executive to terminate the any of its affiliates. Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment by executing this Agreement, shall not be deemed to have occurred for purposes waived any claim against the Company with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits); the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement providing for to the payment of any amounts or benefits upon or following contrary, this Agreement shall be interpreted, operated and administered in a termination of employment unless manner consistent with such termination intentions. In addition, if Executive is also a separation from service (“specified employee,” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying 409A, then to the 20% default post-separation limit thereunder)) as an employee and, for purposes extent necessary to avoid subjecting Executive to the imposition of any such provision of additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement, references to a Agreement during the six (6) month period immediately following Executive’s “termination” or “termination of employment” shall mean separation from service as an employee service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and such payments shall thereupon be made at or paid to Executive in a lump sum on the first business day after the date that is six (6) months following such Executive’s separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It is intended that If any amounts payable under provision of this Agreement and (or of any payment of compensation, including benefits) would cause the Company’s and Executive’s exercise of authority Employee to incur any additional tax or discretion hereunder shall interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Employee, reform such provision to comply with Code Section 409A; provided 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 Employee of the applicable provision without violating the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision herein of any benefit that provides for reimbursement is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of expenses or in-kind benefits, except as permitted by Section 409A, (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 8 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums therefor were paid by the Employee, the Employee 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 Employee an amount equal to the amount of such premiums paid by the Employee during the Deferral Period promptly after its conclusion. (c) Any reimbursements by the Company to the Employee of any eligible expenses under this Agreement that are not excludable from the Employee’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made within a commercially reasonable time after presentation of appropriate documentation but in by no event later than the end earlier of the date on which they would be paid under the Company’s normal policies and the last day of the taxable year immediately of the Employee following the year in which Executive incurs such reimbursement expensesthe expense was incurred. The amount of any Taxable Reimbursements, (ii) no such reimbursements or and the value of any in-kind benefits will to be provided to the Employee, during any taxable year of the Employee shall not affect any other costs or the expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other taxable year and (iii) no such reimbursements of the Employee. The right to Taxable Reimbursements, or in-kind benefits are benefits, shall not be subject to liquidation or exchange for another payment or benefit. (cd) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes Payment of any provision of Taxable Reimbursements under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon must be made at or by no later than the end of the taxable year of the Employee following such separation from service as an employee as provided hereunderthe taxable year of the Employee in which the Employee remits the related taxes.

Code Section 409A. (a) It is intended that Notwithstanding anything in this Agreement to the contrary, the receipt of any amounts payable benefits under this Agreement and the Company’s and Executive’s exercise as a result of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed subject to have occurred for purposes satisfaction of any provision of this Agreement providing for the payment of any amounts or benefits upon or following condition precedent that the Participant undergo a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Treas. Reg. § 1.409A‑1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-1(h) (applying 409A(a)(2)(B), then with regard to any payment or the 20% default post-separation limit thereunder)) as an employee and, for purposes provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such provision payment or benefit shall not be made or provided prior to the earlier of this Agreement, references to a (i) the expiration of the six (6) month period measured from the date of the Participant's “termination” or “termination of employment” shall mean separation from service service” (as an employee such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall thereupon be made at paid or following such separation from service as an employee as provided hereunderin accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. (a) It is Payments made pursuant to this Plan and the Agreement are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any amounts payable under provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Company’s and Executive’s exercise Participant shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its Eligible Subsidiaries for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A andto the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of his or her separation from service, to the extent that any regulations or other guidance issued payment under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end first day of the year immediately seventh month following the year in which Executive incurs such reimbursement expensesParticipant’s separation from service, or (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion aggregate in a lump sum, without interest, on the first day of either the Company or seventh month following the Executive to terminate the ExecutiveParticipant’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.service

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 14, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of a change in control or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall not be deemed to have occurred for purposes payable only if the change in control constitutes a change in ownership or effective control of any provision of this Agreement providing for the payment of any amounts Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or benefits upon or following a termination of employment unless such termination is also a after the Executive’s separation from service (within the meaning of as defined under Treasury Regulation Section section 1.409A-1(h) )); provided, however, that if the Executive is a specified employee (applying the 20% default post-separation limit thereunderas defined under Treasury Regulation section 1.409A-1(i)) as an employee and), for purposes of any such provision of this Agreement, references payment that is scheduled to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following paid within six months after such separation from service as an employee as provided hereundershall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following his death.

Code Section 409A. (a) It is intended that any amounts payable To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement and is hereby designated as a series of “separate payments” within the Company’s and meaning of Section 409A of the Code. (b) If the Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s exercise of authority Separation from Service, to the extent that the payments or discretion hereunder shall comply with the provisions of benefits under this Agreement are subject to Section 409A of the Code and the treasury regulations relating thereto so as not delayed payment or distribution of all or any portion of such amounts to subject which Executive is entitled under this Agreement is required in order to the payment of interest and tax penalty which may be imposed avoid a prohibited distribution under Section 409A. In furtherance 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this interestSection 7.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of (i) the date that is six (6)- months following Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefitsbenefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, except as permitted reimbursement requests must be timely submitted by Section 409AExecutive and, (i) all such reimbursements if timely submitted, reimbursement payments shall be made within a commercially reasonable time after presentation of appropriate documentation to Executive as soon as administratively practicable following such submission, but in no event later than the end last day of the Executive’s taxable year immediately following the taxable year in which the expense was incurred. In no event shall Executive incurs such be entitled to any reimbursement expenses, (ii) no such reimbursements or payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits and reimbursements that would result in taxable compensation income to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitExecutive. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended This Agreement shall be interpreted and administered in a manner so that any amounts amount payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply be paid or provided in a manner that is either exempt from or compliant with the provisions requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the treasury regulations relating thereto so as tax treatment of the benefits provided under the Agreement is not to subject Executive to warranted or guaranteed. Neither the payment of interest and tax penalty which may Company nor its directors, officers, employees or advisers shall be imposed under Section 409A. In furtherance of this held liable for any taxes, interest, anything to penalties or other monetary amounts owed by Executive as a result of the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions application of Section 409A andof the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that any regulations or other guidance issued under amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A after of the date Code (“Non-Exempt Deferred Compensation”) would otherwise be payable hereunder by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable to Executive by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this Agreement would result in Executive being subject to provision prevents the payment of interest and tax penalty under Section 409Aany Non-Exempt Deferred Compensation, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements payment shall be made within on the date, if any, on which an event occurs that constitutes a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or inSection 409A-kind benefits will affect any other costs or expenses eligible for reimbursementcompliant “separation from service”, or any other in-kind benefits to such later date as may be provided, in any other year and (iiirequired by Section 10(c) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefithereof. (c) Without limiting Notwithstanding anything in this Agreement to the discretion contrary, if any Non-Exempt Deferred Compensation would otherwise be payable under this Agreement by reason of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service during a period in which Executive is a Specified Executive (within as defined below), then, subject to any permissible acceleration of payment by the meaning of Treasury Regulation Company under Treas. Reg. Section 1.409A-1(h1.409A-3(j)(4)(ii) (applying domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), Executive’s right to receive payment of such Non-Exempt Deferred Compensation will be delayed until the 20% default post-earlier of Executive’s death or the first day of the seventh month following Executive’s separation limit thereunder)) as an employee and, for from service. For purposes of any such provision of this Agreement, references to a the term “terminationSpecified Executive” or “termination of employment” shall mean separation from service as an employee and has the meaning given such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.term in Code Section 409A.

Code Section 409A. (a) It This Agreement is intended to comply with Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be administered accordingly. Executive hereby agrees that any amounts payable under the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on Executive pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and the Company’s and Executive’s exercise of authority benefits that may be paid or discretion hereunder shall comply with the provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code and Code. In the treasury regulations relating thereto so as not case of any reimbursement payment that is required to subject Executive to the payment of interest and tax penalty which may be imposed made promptly under Section 409A. In furtherance of this interestAgreement, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with will be made in all instances no later than December 31 of the provisions calendar year following the calendar year in which the obligation to make such reimbursement arises. For purposes of Section 409A andof the Code, Executive’s right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any regulations reimbursements or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409Abenefits under this letter constitute nonqualified deferred compensation, (ix) all such expenses or other reimbursements hereunder shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than on or prior to the end last day of the taxable year immediately following the taxable year in which Executive incurs such reimbursement expensesexpenses were incurred by Executive, (iiy) no such reimbursements any right to reimbursement or in-kind benefits will affect any other costs 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 other taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year and (iii) no such reimbursements taxable year. Notwithstanding the foregoing, if any payments or in-kind benefits are under this Agreement become subject to liquidation Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or exchange for another payment benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or benefit. any other exemption available under Section 409A of the Code (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason“Non-Exempt Payments”), solely for purposes if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of compliance with 409A termination, any amount of such Non-Exempt Payments that would be paid prior to the six (6) month anniversary of the date of termination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six (6) month anniversary. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following occur only if it is a termination of employment unless such termination is also a “separation from service (within service” as such term is defined under Section 409A of the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee andCode, for purposes of any such provision of this Agreement, and references to a “termination,” or “termination of employment,” or like terms shall mean a “separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderservice.”

Code Section 409A. (a) It is intended This Agreement shall be interpreted and administered in a manner so that any amounts amount or benefit payable under hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable advice and regulations issued thereunder. (b) Notwithstanding anything in this Agreement to the contrary, the severance payments under Sections 6, 7 and the Company’s 8, and Executive’s exercise of authority any other amount or discretion hereunder shall comply with the provisions benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Employee’s termination of employment, will not be payable or distributable to Employee unless (i) the treasury circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations relating thereto so as not (without giving effect to subject Executive to any elective provisions that may be available under such definition), or (ii) the payment or distribution of interest and tax penalty which may such amount or benefit would be imposed under Section 409A. In furtherance of this interest, anything to exempt from the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions application of Section 409A andof the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon Employee’s termination of employment or the determination of the amounts owed to Employee due to such termination. If this provision prevents the payment or distribution of any amount or benefit, to such payment or distribution shall be made on the extent date, if any, on which an event occurs that any regulations constitutes a Section 409A-compliant “separation from service.” (c) Whenever in this Agreement the provision of payment or other guidance issued under Section 409A benefit is conditioned on Employee’s execution and non-revocation of a waiver and release of claims, such waiver and release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of this Agreement would result in Executive being subject to payment termination of interest and tax penalty under Section 409AEmployee’s employment, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive may elect to terminate the Executive’s employment hereunder for commence payment at any reason time during such sixty (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder60)-day period.

Code Section 409A. (a) It is Payments made pursuant to this Plan and the Agreement are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any amounts payable under provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all PSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the PSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Company’s and Executive’s exercise Participant shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its Eligible Subsidiaries for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A andto the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of his or her separation from service, to the extent that any regulations or other guidance issued payment under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end first day of the year immediately seventh month following the year in which Executive incurs such reimbursement expensesParticipant’s separation from service, or (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion aggregate in a lump sum, without interest, on the first day of either the Company or seventh month following the Executive to terminate the ExecutiveParticipant’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It is intended This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts payable under owed by Employee as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement and to the Company’s and Executive’s exercise of authority contrary, to the extent that any amount or discretion hereunder shall comply with the provisions benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Employee’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Employee by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the treasury regulations relating thereto so as not to subject Executive to vesting of any Non-Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the payment or distribution of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interestany Non-Exempt Deferred Compensation, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements distribution shall be made within on the date, if any, on which an event occurs that constitutes a commercially reasonable time after presentation of appropriate documentation but in no event Section 409A-compliant “separation from service,” or such later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, date as may be required by subsection (iid) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitbelow. (c) Without limiting the discretion Each payment of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reasontermination benefits under this Agreement, including, without limitation, each installment payment, shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), solely for purposes of compliance with Section 409A of the Code. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a termination period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment shall not taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be deemed to have occurred for purposes payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of any provision of this Agreement providing for the payment of any amounts or benefits upon or seventh month following a termination of employment unless such termination is also a Employee’s separation from service (or, if Employee dies during such period, within the meaning of Treasury Regulation Section 1.409A-1(h30 days after Employee’s death) (applying in either case, the 20% default post-separation limit thereunder“Required Delay Period”); and (ii) as an employee and, the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of any such provision of this Agreement, references to a the term “terminationSpecified Employee” or “termination of employment” shall mean separation from service as an employee has the meaning given such term in Code Section 409A and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderthe final regulations thereunder.

Code Section 409A. (a) It is intended This Agreement shall be interpreted and administered in a manner so that any amounts amount or benefit payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Associate as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Addendum to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), would otherwise be payable or distributable hereunder by reason of Associate’s termination of employment, such amount or benefit will not be payable or distributable to Associate by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code and by reason of the treasury regulations relating thereto so as short-term deferral exemption or otherwise. This provision does not to subject Executive to prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interestany amount or benefit, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements distribution shall be made within on the date, if any, on which an event occurs that constitutes a commercially reasonable time after presentation of appropriate documentation but in no event Section 409A-compliant “separation from service,” or such later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, date as may be required by subsection (iic) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitbelow. (c) Without limiting Notwithstanding anything in this Addendum to the discretion of either the Company contrary, if any amount or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely benefit that would constitute non-exempt “deferred compensation” for purposes of compliance with Section 409A a termination of employment shall not the Code would otherwise be deemed to have occurred for purposes payable or distributable under this Addendum by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Associate’s separation from service during a period in which he is a Specified Employee (within as defined below), then, subject to any permissible acceleration of payment by the meaning of Treasury Regulation Company under Treas. Reg. Section 1.409A-1(h1.409A-3(j)(4)(ii) (applying domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the 20% default postpayment or distribution is payable in a lump sum, Associate’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Associate’s death or the first day of the seventh month following Associate’s separation limit thereunder)from service; and (ii) as an employee andif the payment or distribution is payable over time, for purposes the amount of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Associate’s separation from service as an employee will be accumulated and Associate’s right to receive payment or distribution of such payments shall thereupon accumulated amount will be made at delayed until the earlier of Associate’s death or the first day of the seventh month following such Associate’s separation from service as an employee as provided hereunderservice, whereupon the accumulated amount will be paid or distributed to Associate and the normal payment or distribution schedule for any remaining payments or distributions will resume.

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, 19.9.2.1 Notwithstanding anything else to the contrary herein notwithstandingherein, no amounts to the maximum extent permitted, this Agreement shall be payable interpreted to Executive before such time as such payment fully complies with the provisions of provide payments that are exempt from Code Section 409A andor in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A (taking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions), the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or other guidance issued under Code Section 409A (after application of the date previous provision of this Agreement paragraph) would result in the Executive being subject to the payment of interest and or any additional tax penalty under Code Section 409A, the parties agree Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to avoid the imposition of any provision herein that provides for reimbursement of expenses such interest or in-kind benefits, except as permitted by additional tax under Code Section 409A, (i) all such reimbursements which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be made within required to substitute a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or incash payment for any non-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitcash benefit herein. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a 19.9.2.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A (taking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions) upon or following a termination of employment employment, unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying 409A and the 20% default post-payment thereof prior to a “separation limit thereunder)) from service” would violate Code Section 409A or any exclusion from the requirements of Code Section 409A, as an employee and, for applicable. For purposes of any such provision of this AgreementAgreement relating to any such payments or benefits, references to the “Date of Termination” shall mean the date the “separation from service” occurs and references to a “termination,” or “termination of employment” or like terms shall mean “separation from service service.” 19.9.2.3 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as an employee a right to receive a series of separate and such payments distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall thereupon be made at within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 19.9.2.4 With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 19.9.2.5 If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 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 as an employee as service,” such payment or benefit shall be made or provided hereunderon the first business day following the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Code Section 409A. (a) It This LTI Grant is intended to be exempt from, or otherwise comply with, Section 409A of the Code and shall be interpreted, operated and administered in a manner consistent with such intent. The Company reserves the right, to amend or modify this Agreement at any time, without the consent of the Participant or any other party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement or the Plan shall provide a basis for any person to take action against the Mondelēz Group based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid under the LTI Xxxxx made hereunder, and Mondelēz Group shall not under any circumstances have any liability to any participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement Agreement, including taxes, penalties or interest imposed under Section 409A of the Code. Notwithstanding anything to the contrary in the Agreement, if the Award is considered nonqualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) and is settled on or on a date that is by reference to the Participant’s “separation from service” and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Participant is a “specified employee” (each within the provisions meaning of Section 409A of the Code and each determined by the treasury regulations relating thereto so as not to subject Executive to Company it its sole discretion) on the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interestdate the Participant experiences a separation from service, anything to then the contrary herein notwithstanding, no amounts Award (or applicable portion thereof) shall be payable to Executive before such time as such payment fully complies with settled on the provisions first business day of Section 409A andthe seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent that any regulations or other guidance issued such delayed payment is required in order to avoid a prohibited distribution under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitCode. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the and such payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service obligation constitutes “deferred compensation” (within the meaning of as defined under Treasury Regulation Section 1.409A-1(hsection 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (applying b)(12)), it shall be payable only if the 20% default post-separation limit thereunder)) as an employee andChange in Control constitutes a Control Change Event or after the Executive’s Separation from Service; provided, for purposes of however, that if the Executive is a Specified Employee, any such provision payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of this Agreementthe seventh month beginning after the date of the Executive’s Separation from Service or, references to a “termination” if earlier, within fifteen days after the appointment of the personal representative or “termination executor of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or the Executive’s estate following such separation from service as an employee as provided hereunderthe Executive’s death.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 7, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall not be deemed to have occurred for purposes payable only if the Change in Control constitutes a change in ownership or effective control of any provision of this Agreement providing for the payment of any amounts Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or benefits upon or following a termination of employment unless such termination is also a after the Executive’s separation from service (within the meaning of as defined under Treasury Regulation Section section 1.409A-1(h) )); provided, however, that if the Executive is a specified employee (applying the 20% default post-separation limit thereunderas defined under Treasury Regulation section 1.409A-1(i)) as an employee and), for purposes of any such provision of this Agreement, references payment that is scheduled to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following paid within six months after such separation from service as an employee as provided hereundershall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following his death.

Code Section 409A. (a) It To the extent applicable, it is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion any payment made hereunder shall comply with the provisions requirements of Section 409A of the Code Code, and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any related regulations or other guidance issued under promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A after the date of this Agreement would result in Executive being subject shall have no force or effect until amended to payment of interest and tax penalty under comply with Code Section 409A, which amendment may be retroactive to the parties agree to amend extent permitted by Code Section 409A. Each payment under this Agreement in order shall be treated as a separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to bring be made under this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or Agreement. All reimbursements and in-kind benefits, except as permitted by benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year immediately next following the calendar year in which Executive incurs such reimbursement expenses, the applicable fees and expenses were incurred; (ii) no such reimbursements or the amount of in-kind benefits will that the Company is obligated to pay or provide in any given calendar year shall not affect any other costs or expenses eligible for reimbursement, or any other the in-kind benefits that the Company is obligated to be provided, pay or provide in any other year and calendar year; (iii) no the Employee’s right to have the Company pay or provide such reimbursements or and in-kind benefits are subject to liquidation may not be liquidated or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder exchanged for any reason 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 the Employee’s remaining lifetime. Notwithstanding anything contained herein to the contrary, (x) in no event shall the Date of Termination occur until the Employee experiences a “separation of service” within the meaning of Code Section 409A, and the date on which such separation from service takes place shall be the “Date of Termination,” and all references herein to a “termination of employment” (or no reason), solely for purposes words of compliance with similar meaning) shall mean a “separation of service” within the meaning of Code Section 409A a termination of employment shall not be deemed and (y) to have occurred for purposes of any provision of this Agreement providing for the extent the payment of any amounts or benefits upon or following a termination amount pursuant to Section 9 of employment unless such termination is also a separation from service this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder1.409A-1(b)) as and such amount is payable within a number of days (e.g., no later than the sixty-fifth (65th) calendar day after the Date of Termination) that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. The Employee acknowledges that he has been advised to consult with an employee and, for purposes attorney and any other advisors of any such provision of Employee’s choice prior to executing this Agreement, references and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to a “termination” the consequences or “termination characterization (including for purpose of employment” shall mean separation from service as an employee tax withholding and such payments shall thereupon be made at reporting) of the payment of any compensation or following such separation from service as an employee as provided hereunderbenefits hereunder under Section 409A of the Code and any similar sections of state tax law.

Code Section 409A. (a) It is intended The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that any amounts payable under this Agreement and the Company’s payments and Executive’s exercise benefits provided hereunder be exempt from the requirements of authority Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or discretion otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder shall comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the Code foregoing, and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that notwithstanding any regulations or other guidance issued under Section 409A after the date provision of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.contrary: (ba) With regard To the extent Code Section 409A is applicable to any provision herein that provides for reimbursement of expenses or in-kind benefitsthis Agreement, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation from service (service” within the meaning of Treasury Regulation Section 1.409A-1(h) 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (applying the 20% default post-separation limit thereundera “Separation from Service”)) as an employee , and, for purposes of any such provision of this Agreement, references to a “terminate,” “termination,” or “termination of employment,” “resigns” and like terms shall mean separation Separation from service Service. (b) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as an employee of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit on account of Executive’s Separation from Service, until the earlier of (1) the date that is six (6) months after Executive’s Separation from Service for any reason other than death or (2) the date of Executive’s death. The provisions of this Section 3(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on Executive. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 13(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death). (c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Section 3.3, shall be treated as a right to a series of separate and distinct payments. (d) With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits (except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b)), (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) such payments payment shall thereupon be made at within thirty (30) days following the submission of appropriate documentation required by the Company and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or following such separation from service as an employee as provided hereunderin-kind benefits shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. (ai) It is intended To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any amounts compensation or benefits payable under this Agreement may be subject to Code Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company’s Company determines are necessary or appropriate to avoid the imposition of taxes under Code Section 409A, including without limitation, actions intended to (A) exempt the compensation and Executive’s exercise of authority or discretion hereunder shall benefits payable under this Agreement from Code Section 409A, and/or (B comply with the provisions requirements of Code Section 409A; provided, however, that this Section 10(h)(i) shall not create any obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. (ii) Any right to a series of installment payments pursuant to this Agreement, including without limitation the payments or benefits under this Agreement, is to be treated as a right to a series of separate payments. All payments of nonqualified deferred compensation subject to Code Section 409A to be made upon a termination of the Code employment under this Agreement may only be made upon a Separation from Service. Any payments subject to Section 409A that are subject to execution of a waiver and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty release which may be imposed under executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. In furtherance 409A. (iii) If Executive is a “specified employee” (as defined in Code Section 409A), as determined by the Company in accordance with Code Section 409A, on the Date of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A andTermination, to the extent that any regulations the payments or other guidance issued benefits under this Agreement are subject to Code Section 409A after and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion delayed pursuant to this Section 10(h)(iii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the first business day following the end of such six-month period, (B) the date of Executive’s death or (C) the earliest date as is permitted under Code Section 409A. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iv) To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would result in Executive being subject to payment of interest and tax penalty under Section 409Aapply, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements amounts shall be made within a commercially reasonable time after presentation of appropriate documentation paid or reimbursed reasonably promptly, but in no event not later than the end December 31 of the year immediately following the year in which Executive incurs the expense was incurred. The amount of any such payments eligible for reimbursement expenses, (ii) no such reimbursements or in-kind benefits will in one year shall not affect any other costs the amount of payments or expenses that are eligible for reimbursement, payment or any other in-kind benefits to be provided, reimbursement in any other year taxable year, and (iii) no Executive’s right to such reimbursements payments or in-kind benefits are reimbursement of any such expenses shall not be subject to liquidation or exchange for another payment or any other benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that any amounts payable under this Agreement and the Company’s and Executive’s exercise payment of authority the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or discretion hereunder shall comply with the provisions requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the treasury regulations relating thereto so exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date which is six (6) months after Executive’s separation from service (as not to subject Executive such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed), and (ii) the date of interest and tax penalty which Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be imposed made upon a “separation from service” as determined under Section 409A. In furtherance 409A of the Code and such date shall be the Date of Termination for purposes of this interest, anything to the contrary herein notwithstanding, no amounts Agreement. Each payment under this Agreement or otherwise shall be payable to Executive before such time treated as such a separate payment fully complies with the provisions for purposes of Section 409A andof the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any regulations or other guidance issued under Section 409A after the date of reimbursements pursuant to this Agreement would result in or otherwise are taxable to Executive, any reimbursement payment due to Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation paid to Executive on or before the last day of appropriate documentation but in no event later than the end of the Executive’s taxable year immediately following the taxable year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the related expense was incurred; provided, that Executive has provided the Companies written documentation of such expenses in any other year a timely fashion and (iii) no such reimbursements expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to this Agreement or in-kind benefits otherwise are not subject to liquidation or exchange for another payment or benefit. (c) Without limiting benefit and the discretion amount of either the Company or the such reimbursements that Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment receives in one taxable year shall not be deemed affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to have occurred for purposes of any provision the contrary, the Companies and their respective officers, directors, employees or agents make no guarantee that the terms of this Agreement providing complies with, or is exempt from, the provisions of Code Section 409A, and none of the foregoing shall have any liability for the payment failure of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision terms of this AgreementAgreement to comply with, references or be exempt from, the provisions of Code Section 409A. Executive shall have no legally binding right to a “termination” any distribution or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be payment made at or following such separation from service as an employee as provided hereunderto Executive in error.

Code Section 409A. (a) It is intended that the intention of the parties hereto that, to the extent any amounts or benefits payable under or otherwise with respect to this Agreement and the Company’s and Executive’s exercise of authority constitute nonqualified deferred compensation that is or discretion hereunder shall comply with the provisions of may be subject to Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under or other official pronouncements thereunder (herein, collectively, “Section 409A. In furtherance of this interest409A”), anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of this Agreement shall be interpreted and administered in a manner (which may, as appropriate, include amendments to this Agreement) that will enable such amounts or benefits to satisfy the requirements of Section 409A and, (either pursuant to the extent that any regulations or other guidance issued qualifying for an exemption from coverage under Section 409A after or satisfying the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into substantive provisions for compliance with Section 409A.such section). (b) With regard to For purposes of any provision herein that provides for reimbursement of expenses due to Kors or the provision of in-kind benefitsbenefits with respect to Kors (including, except as permitted by without limitation, pursuant to Section 409A7 above), (i) all such reimbursements shall be made within in a commercially reasonable time after presentation manner consistent with Code Section 409A, including Treasury Regulation Section 1.409A-3(i)(1)(iv). In that regard (i) the amount of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits provided, during a calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, (ii) the reimbursement of eligible expenses shall be made on or before the end of the calendar year following the calendar year in which the expense was incurred, and (iii) no such reimbursements the right to reimbursement or in-kind benefits are shall not be subject to liquidation or exchange for another payment or benefit. (c) Without limiting In the discretion event that any amount or benefit payable under or otherwise with respect to this Agreement is conditioned on Kors’ termination of either the Company employment and such amount or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason)benefit is not otherwise exempt from Section 409A, solely for purposes of compliance with 409A a such termination of employment shall not be deemed to have occurred for purposes mean a “separation from service” within the meaning of Section 409A. In addition, if any provision of this Agreement providing for the such payment of any amounts or benefits upon or following a termination of employment unless such termination is also conditioned on a separation from service by Kors and Kors shall then be a “specified employee” (within the meaning of as defined in Treasury Regulation section 1.409A-1(i)), then, to the extent necessary to avoid a violation of Section 1.409A-1(h) (applying 409A, the 20% default post-separation limit thereunder)) as an employee and, for purposes portion of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean payment that would otherwise be paid within the six-month period immediately following Kors’ separation from service as an employee shall instead be deferred and paid in a single sum on the first day following the end of such payments shall thereupon be made at or following such separation from service as an employee as provided hereundersix-month period.

Code Section 409A. With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (atogether “Code Section 409A”) It and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. The Company may adjust any payment hereunder to avoid liability or obligation under Code Section 409A but such adjustments shall ensure that the payments are made in a manner that is intended that any amounts payable under as close to the terms of this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, possible. Notwithstanding anything to the contrary herein notwithstandingcontained in this Agreement, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued all reimbursements for costs and expenses under Section 409A after the date of this Agreement would result will be paid in no event later than the end of the calendar year following the calendar year in which Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) incurs such expense. 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) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment benefit, and (ii) the amount of expenses eligible for reimbursements or benefit. (c) Without limiting in-kind benefits provided during any taxable year shall not affect the discretion expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of either this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or the Executive to terminate the any of its affiliates. Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment by executing this Agreement, shall not be deemed to have occurred for purposes waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-l(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-l(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement providing for to the payment of any amounts or benefits upon or following contrary, this Agreement shall be interpreted, operated and administered in a termination of employment unless manner consistent with such termination intentions. In addition, if Executive is also a separation from service (“specified employee,” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying 409A, then to the 20% default post-separation limit thereunder)) as an employee and, for purposes extent necessary to avoid subjecting Executive to the imposition of any such provision of additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement, references to a Agreement during the six (6) month period immediately following Executive’s “termination” or “termination of employment” shall mean separation from service as an employee service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and such payments shall thereupon be made at or paid to Executive in a lump sum on the first business day after the date that is six (6) months following such Executive’s separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It The intent of the parties is intended that any amounts payable 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 interpreted to be in compliance therewith or exempt therefrom. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company’s and 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 the Executive’s exercise of authority or discretion hereunder shall , reform such provision to attempt to comply with the provisions of Code Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive through good faith modifications to the payment of interest and tax penalty which may be imposed under minimum extent reasonably appropriate to conform with Code Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to To the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject provision hereof is modified to payment of interest and tax penalty under comply with Code Section 409A, such modification shall be made in good faith and shall, to the parties agree maximum extent reasonably possible, maintain the original intent and economic benefit to amend this Agreement in order the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event will the Company or any Affiliate reimburse, indemnify, or hold harmless the Executive for any taxes, penalties, or interest that may be incurred by the Executive, as a result of failing to bring this Agreement into compliance comply with Code Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and409A, and for purposes of any such provision of this Agreement, references to a “termination,” or “termination of employment” or like terms shall mean “separation from service as an employee and service.” If the Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payments payment or benefit shall thereupon be made or provided at or following the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service service” of the Executive, and (ii) the date of the 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 6.16(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as an employee published in The Wall Street Journal on the first business day following the date of the “separation from service”, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as provided hereundera right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) It is Payments made pursuant to this Plan and the Agreement are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any amounts payable under provision in this Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Company’s and Executive’s exercise Participant shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its Eligible Subsidiaries for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A andto the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of his or her separation from service, to the extent that any regulations or other guidance issued payment under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end first day of the year immediately seventh month following the year in which Executive incurs such reimbursement expensesParticipant’s separation from service, or (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion aggregate in a lump sum, without interest, on the first day of either the Company or seventh month following the Executive to terminate the ExecutiveParticipant’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It is intended that any amounts payable under The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Plan are intended to satisfy the provisions of “short-term deferral” rule set forth in Code Section 409A and the regulations of the Code and United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the treasury regulations relating thereto so as not to subject Executive to Plan, the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A andCompany, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that any regulations the Restricted Stock Units granted to the Participant qualify for exemption from or other guidance issued under comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A after and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the ExecutiveParticipant’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying )), then the 20% default post-issuance of any shares that would otherwise be made upon the date of the separation limit thereunder)) as an employee andfrom service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderTreasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. (a) It The intent of the parties is intended that any amounts payable payments and benefits under this Agreement and the Company’s and Executive’s exercise of authority comply with, or discretion hereunder shall comply with the provisions of be exempt from, Section 409A of the US Internal Revenue Code of 1986, as amended (“Code”) and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. Your termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the treasury regulations relating thereto so as not to subject Executive and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if you are deemed on the date of the Executive’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything any benefit that constitutes “non-qualified deferred compensation” pursuant to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Code Section 409A andand the regulations issued thereunder that is payable due to your separation from service, to the extent that any regulations required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or other guidance issued under Section 409A after benefit shall not be made or provided to you prior to 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 your death (the “Delay Period”). On the first day of the seventh (7th) month following the date of your separation from service or, if earlier, on the date of your death, all payments delayed pursuant to this Section 12 shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due to you under this Agreement would result shall be paid or provided in Executive being subject accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to payment of interest and tax penalty Section 10(i)(d) provided for under Section 409A, the parties agree to amend this Agreement constitutes taxable income to you for Federal income tax purposes, such reimbursements shall be made as soon as practicable after you provide proper documentation supporting reimbursement but in order no event later than December 31 of the calendar year next following the calendar year in which the expenses to bring this Agreement into compliance with Section 409A. (b) be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs 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 other taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefittaxable year. (cd) Without limiting the discretion of either the Company If under this Agreement, any amount is to be paid in two (2) or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason)more installments, solely each such installment shall be treated as a separate payment for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.409A.

Code Section 409A. With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (atogether “Code Section 409A”) It and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. The Company may adjust any payment hereunder to avoid liability or obligation under Code Section 409A but such adjustments shall ensure that the payments are made in a manner that is intended that any amounts payable under as close to the terms of this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, possible. Notwithstanding anything to the contrary herein notwithstandingcontained in this Agreement, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued all reimbursements for costs and expenses under Section 409A after the date of this Agreement would result will be paid in no event later than the end of the calendar year following the calendar year in which Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-in- kind benefits, except as permitted by Code Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such right to reimbursement expenses, (ii) no such reimbursements or in-in- kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment benefit, and (ii) the amount of expenses eligible for reimbursements or benefit. (c) Without limiting in-kind benefits provided during any taxable year shall not affect the discretion expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of either this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or the Executive to terminate the any of its affiliates. Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment by executing this Agreement, shall not be deemed to have occurred for purposes waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-l(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-l(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement providing for to the payment of any amounts or benefits upon or following contrary, this Agreement shall be interpreted, operated and administered in a termination of employment unless manner consistent with such termination intentions. In addition, if Executive is also a separation from service (“specified employee,” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying 409A, then to the 20% default post-separation limit thereunder)) as an employee and, for purposes extent necessary to avoid subjecting Executive to the imposition of any such provision of additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement, references to a Agreement during the six (6) month period immediately following Executive’s “termination” or “termination of employment” shall mean separation from service as an employee service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and such payments shall thereupon be made at or paid to Executive in a lump sum on the first business day after the date that is six (6) months following such Executive’s separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It is Payments made pursuant to this Plan and the Agreement are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any amounts payable under provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all PSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the PSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Company’s and Executive’s exercise Participant shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its Eligible Subsidiaries for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A andto the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of the Participant’s separation from service, to the extent that any regulations or other guidance issued payment under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end first day of the year immediately seventh month following the year in which Executive incurs such reimbursement expensesParticipant’s separation from service, or (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion aggregate in a lump sum, without interest, on the first day of either the Company or seventh month following the Executive to terminate the ExecutiveParticipant’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Committee determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the parties agree to amend Committee shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment or benefit. (c) Without limiting the discretion obligation under this Agreement arises on account of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the and such payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service obligation constitutes “deferred compensation” (within the meaning of as defined under Treasury Regulation Section 1.409A-1(hsection 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (applying b)(12)), it shall be payable only after the 20% default post-separation limit thereunder)) as an employee andExecutive’s Separation from Service; provided, for purposes of however, that if the Executive is a Specified Employee, any such provision payment that is required to be delayed under Section 409A(a)(2)(B)(i) of this Agreementthe Code and that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s Separation from Service or, references to a “termination” if earlier, within fifteen days after the appointment of the personal representative or “termination executor of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or the Executive’s estate following such separation from service as an employee as provided hereunderthe Executive’s death.

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, 19.8.2.1. Notwithstanding anything else to the contrary herein notwithstandingherein, no amounts to the maximum extent permitted, this Agreement shall be payable interpreted to Executive before such time as such payment fully complies with the provisions of provide payments that are exempt from Code Section 409A andor in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A (taking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions), the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or other guidance issued under Code Section 409A (after application of the date previous provision of this Agreement paragraph) would result in the Executive being subject to the payment of interest and or any additional tax penalty under Code Section 409A, the parties agree Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to avoid the imposition of any provision herein that provides for reimbursement of expenses such interest or in-kind benefits, except as permitted by additional tax under Code Section 409A, (i) all such reimbursements which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be made within required to substitute a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or incash payment for any non-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefitcash benefit herein. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a 19.8.2.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits benefits, including amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions, upon or following a termination of employment employment, unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying 409A and the 20% default post-payment thereof prior to a “separation limit thereunder)) from service” would violate Code Section 409A or any exclusion from the requirements of Code Section 409A, as an employee and, for applicable. For purposes of any such provision of this AgreementAgreement relating to any such payments or benefits, references to the “Date of Termination” shall mean the date the “separation from service” occurs and references to a “termination,” or “termination of employment” or like terms shall mean “separation from service service.” 19.8.2.3. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as an employee a right to receive a series of separate and such payments distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall thereupon be made at within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 19.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such separation from service as an employee as provided hereunder.expenses were incurred by the Executive;

Code Section 409A. (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations Treasury Regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for the reimbursement of expenses or the provision of in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement reimbursable expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit... (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended the intention of the parties that any amounts payable under the provisions of this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions requirements of the “short-term deferral” exception of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Treasury Regulations Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and1.409A-1(b)(4). Accordingly, to the extent that there is any regulations ambiguity as to whether one or other guidance issued under Section 409A after the date more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in Executive being a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. Each installment that becomes payable in respect of vested Restricted Stock Units subject to payment the Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest and tax penalty under Section 409A, or other expenses that may be incurred by the parties agree to amend this Agreement in order to bring this Agreement into compliance with Participant on account of Code Section 409A. (b) With regard If and to any provision herein that provides for reimbursement the extent this Agreement may be deemed to create an arrangement subject to the requirements of expenses or in-kind benefits, except as permitted by Code Section 409A, then, notwithstanding anything to the contrary in this Agreement, the following provisions shall apply: (i) all No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of the Participant’s cessation of Service shall actually be issued or distributed to the Participant until the date of the Participant’s Separation from Service due to such reimbursements shall be made within a commercially reasonable time after presentation cessation of appropriate documentation Service or as soon thereafter as administratively practicable, but in no event later than the end later of (i) the close of the calendar year in which such Separation from Service occurs and (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. (ii) No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of the Participant’s cessation of Service shall actually be issued or distributed to the Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, if the Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of the Participant’s Separation from Service or, if earlier, the first day of the month immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and date the Corporation receives proof of the Participant’s death. (iii) no No amounts that vest and become payable under Paragraph 5 of this Agreement by reason of a Change in Control shall be distributed to the Participant at the time of such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting Change in Control, unless that transaction also qualifies as a change in control event under Code Section 409A and the discretion Treasury Regulations thereunder. In the absence of either such a qualifying change in control, the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment distribution shall not be deemed made until the date or dates on which those amounts are to have occurred for purposes be distributed pursuant to the Normal Vesting Schedule, or to the extent applicable, the provisions of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(hParagraph 5(c) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (ai) It is intended that If any amounts payable under provision of this Agreement and (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the Company’s and Executive’s exercise of authority Code or discretion hereunder shall any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with you, reform such provision to comply with Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Section 409A of the Code. (ii) Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the treasury regulations relating thereto so Company is a public company, then the payments specified as being subject to this Section 11(b)(ii) shall not to be made or provided (subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything last sentence hereof) prior to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with earlier of (A) the provisions expiration of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b)(ii) (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 you in a lump sum, and any remaining payments due under this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but paid or provided in no event later than accordance with the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible normal payment dates specified for reimbursement, or any other in-kind benefits to be provided, in any other year and them herein. (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee 409A and, for purposes of any such provision of this Agreement, references to a “termination,” or “termination of employment” or like terms shall mean “separation from service service.” (a) All expenses or other reimbursements as an employee and such payments provided herein shall thereupon be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made at on or prior to the last day of the taxable year following the taxable year in which such separation from service expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as an employee as provided hereundera right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. (a) It is intended that If any amounts payable under provision of this Agreement and (or of any award of compensation, including equity compensation or benefits) would cause the Company’s and Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Corporation shall, after consulting with the Executive’s exercise of authority or discretion hereunder shall , reform such provision to comply with Code Section 409A; provided that the Corporation 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 the applicable provision without violating the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to Notwithstanding any provision herein that provides for reimbursement of expenses or in-kind benefitsto the contrary in this Agreement, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or if the Executive to terminate is deemed on the Executive’s employment hereunder for any reason (or no reason), solely for purposes date of compliance with 409A a termination of employment shall not to be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (“specified employee” within the meaning of Treasury Regulation that term under Code Section 1.409A-1(h) (applying 409A(a)(2)(B), then with regard to any payment or the 20% default post-separation limit thereunder)) as an employee and, for purposes provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) 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” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “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 be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of this Agreementany ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, references the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Corporation shall pay (or cause to a “termination” or “termination be paid) to the Executive an amount equal to the amount of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderpremiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment or benefit. (c) Without limiting the discretion obligation under this Agreement arises on account of either the Company a Control Change Date or the Executive to terminate occurrence of a Control Change Date or the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the and such payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service obligation constitutes “deferred compensation” (within the meaning of as defined under Treasury Regulation Section 1.409A-1(hsection 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (applying b)(12)), it shall be payable only if the 20% default post-separation limit thereunder)) as an employee andControl Change Date constitutes a Control Change Event or after the Executive’s Separation from Service; provided, for purposes of however, that if the Executive is a Specified Employee, any such provision payment that are scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid in a single lump sum on the first day of this Agreementthe seventh month beginning after the date of the Executive’s Separation from Service or, references to a “termination” if earlier, within fifteen days after the appointment of the personal representative or “termination executor of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or the Executive’s estate following such separation from service as an employee as provided hereunderthe Executive’s death.

Code Section 409A. (a) To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any amounts provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 19 shall not be construed as a guarantee of any particular tax effect for Executive's benefits under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Company does not guarantee that any such benefits will satisfy the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive's death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to Executive in accordance with the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderschedule established herein.

Code Section 409A. (a) It is intended that If any amounts payable under provision of this Agreement and (or of any award of compensation, including equity compensation or benefits) would cause the Company’s and Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive’s exercise of authority or discretion hereunder shall , reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A of 409A. The Company shall indemnify and hold the Code and the treasury regulations relating thereto so Executive harmless, on an after-tax basis, for any additional tax, as not to subject Executive to the payment of well as interest and tax penalty which penalties that may be imposed under Section 409A. In furtherance of this interest, anything to on the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with by Code Section 409A. (b) With regard to Notwithstanding any provision herein that provides for reimbursement to the contrary in this Agreement, if the Executive is deemed on the Date of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits Termination to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (“specified employee” within the meaning of Treasury Regulation that term under Code Section 1.409A-1(h) (applying 409A(a)(2)(B), then with regard to any payment or the 20% default post-separation limit thereunder)) as an employee and, for purposes provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) 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 his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of this Agreementany ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, references the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to a “termination” or “termination the amount of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderpremiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. (a) It is intended The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that any amounts payable under this Agreement and the Company’s payments and Executive’s exercise benefits provided hereunder be exempt from the requirements of authority Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or discretion otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder shall comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the Code foregoing, and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that notwithstanding any regulations or other guidance issued under Section 409A after the date provision of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.contrary: (ba) With regard To the extent Code Section 409A is applicable to any provision herein that provides for reimbursement of expenses or in-kind benefitsthis Agreement, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation from service (service” within the meaning of Treasury Regulation Section 1.409A-1(h) 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (applying the 20% default post-separation limit thereundera “Separation from Service”)) as an employee , and, for purposes of any such provision of this Agreement, references to a “terminate,” “termination,” or “termination of employment,” “resigns” and like terms shall mean separation Separation from service Service. (b) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as an employee of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit on account of Executive’s Separation from Service, until the earlier of (1) the date which is six (6) months after Executive’s Separation from Service for any reason other than death, or (2) the date of Executive’s death. The provisions of this paragraph shall only apply if, and such payments to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on Executive. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 13(b) shall thereupon be made at or following such separation paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from service Service (or, if earlier, as an employee soon as provided hereunderpracticable, and in all events within thirty (30) days, after the date of Executive’s death).

Code Section 409A. (a) It is intended that any amounts payable This Agreement and the benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring your consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 6, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment or benefit. (c) Without limiting the discretion obligation under this Agreement arises on account of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a your termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a payable only after your “separation from service service” (within the meaning of as determined under Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereundersection 1.409A-1(b)) as an employee and); provided, for purposes of any such provision of this Agreementhowever, references to that if you are a “terminationspecified employee” or “termination of employment” shall mean separation from service (as an employee and such payments shall thereupon determined under Treasury Regulation section 1.409A-1(i)), any payment that is scheduled to be made at or following paid within six months after such separation from service as an employee as provided hereundershall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of your separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of your estate following your death.

Code Section 409A. (a) It This Agreement is intended to comply with Section 409A of the Code to the extent any payment hereunder constitutes nonqualified deferred compensation under Section 409A of the Code. (b) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A of the Code and to comply with Code Section 409A to the extent it is applicable and any term (whether or not defined herein) shall have the meaning required of such term in Code Section 409A to the extent it is applicable. (c) If the Company determines in good faith that any amounts payable under provision of this Agreement and would cause the Company’s and Executive’s exercise Employee to incur an additional tax, penalty, or interest under Section 409A of authority the Code, the Board of Directors of the Company (or its delegate) in its sole discretion hereunder shall comply with may reform such provision, if possible, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code and or causing the treasury regulations relating thereto so as not to subject Executive to the payment imposition of such additional tax, penalty, or interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after of the date Code. (d) The preceding provisions, however, shall not be construed as a guarantee by or responsibility of the Company, or any of its subsidiaries or affiliates, or any of the directors, officers, employees or agents of any of the foregoing of any particular tax effect or consequences to the Employee under this Agreement. The Company shall not be liable to the Employee for any payment made under this Agreement would that is determined to result in Executive being subject to payment of an additional tax, penalty, or interest and tax penalty under Section 409A409A of the Code, the parties agree to amend nor for reporting in good faith any payment made under this Agreement as an amount includible in order to bring this Agreement into compliance with gross income under Section 409A.409A of the Code. (be) With regard respect to any provision herein that provides for reimbursement of expenses or in-kind benefitsof the Employee, except as permitted by Section 409Aspecified under this Agreement, such reimbursement of expenses shall be subject to the following conditions: (i1) all such reimbursements the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following after the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year expense was incurred; and (iii3) no such reimbursements or in-kind benefits are the right to reimbursement shall not be subject to liquidation or exchange for another payment or benefit. (cf) Without limiting the discretion “Termination of either the Company employment,” “resignation,” or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason)words of similar import, solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of as used in this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee andmeans, for purposes of any payments under this Agreement that are payments of nonqualified deferred compensation subject to Section 409A of the Code, the Employee’s “separation from service” as defined in Section 409A of the Code. (g) If the Employee is a “specified employee” as such provision term is defined under Section 409A of the Code on the date of the Employee’s termination of employment and if the benefit to be provided under Section 3(d) or (e) of this Agreement, references Agreement or otherwise under this Agreement is subject to Section 409A of the Code and is payable on account of a “termination” or “termination of employment” , payment in respect of such benefit shall mean separation from service as an employee not commence until the first business day that is six months after the Employee’s termination date and such payments shall thereupon otherwise be made at or following such separation from service as an employee paid as provided hereunderin this Agreement. (h) For the purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments but only to the extent such treatment is permitted under Code Section 409A.

Code Section 409A. (a) It This Agreement is intended that to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any amounts payable other provision of this Agreement, payments provided under this Agreement and may only be made in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the Company’s and Executive’s exercise maximum extent possible. For purposes of authority or discretion hereunder Section 409A, each installment payment provided under this Agreement shall comply with the provisions be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment that are considered “nonqualified deferred compensation” for purposes of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may shall only be imposed made upon a “separation from service” under Section 409A. In furtherance Notwithstanding any other provision of this interestAgreement, anything if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions meaning of Section 409A andand you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the extent that any regulations or other guidance issued under Section 409A after six-month anniversary of the date of this Agreement your termination of employment or, if earlier, on your death (the “Specified Employee Payment Date”). The aggregate of any payments that would result otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month of your termination of employment shall be paid to you in Executive being subject to payment of interest a lump sum on the Specified Employee Payment Date and tax penalty under thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. To the extent required by Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for each reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements benefit provided under this Agreement shall be made within a commercially reasonable time after presentation provided in accordance with the following (a) the amount of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to you on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iiic) no such any right to reimbursements or in-kind benefits are under this Agreement shall not be subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended The Company and Executive agree that any amounts payable under this Agreement and the Company’s rights granted to Executive hereunder are intended to meet the requirements of paragraphs (2), (3) and Executive’s exercise (4) of authority or discretion hereunder Section 409A(a)(1)(A) of the Code. Accordingly, the parties agree that they shall comply with negotiate in good faith to revise any provisions of this Agreement that might otherwise fail to meet the provisions requirements of paragraphs (2), (3) and (4) of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409ACode. However, the parties agree Company does not guarantee any particular tax effect of payments under this Agreement, and in no event shall the Company have any obligation to amend this Agreement in order to bring this Agreement into compliance “gross-up” or otherwise compensate Executive with Section 409A. (b) With regard respect to any tax effect of payments under this Agreement. With respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefitsbenefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except as permitted by for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A, 105(b) of the Code; (i2) all such reimbursements the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred; and (3) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment benefit. “Termination of employment,” or benefit. (c) Without limiting the discretion words of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason)similar import, solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of as used in this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee andmeans, for purposes of any such provision payments under this Agreement that are payments of this Agreementdeferred compensation subject to Section 409A, references Executive’s “separation from service” as defined in Section 409A. For purposes of Section 409A, the right to a “termination” or “termination series of employment” installment payments under this Agreement shall mean separation from service be treated as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereundera right to a series of separate payments.

Code Section 409A. (ai) It Notwithstanding any provision of this Section 9 to the contrary, if all or any portion of the benefits provided in this Section 9 is determined to be “nonqualified deferred compensation” subject to Code Section 409A, and the Company determines that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such benefits (or portion thereof) shall be accumulated and paid on the first day of the seventh month following Employee’s termination of employment. For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Board. (ii) This Agreement is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall to comply with the provisions of Section 409A of the Code Code, and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with interpreted and construed accordingly. The Company shall have the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest discretion and tax penalty under Section 409A, the parties agree authority to amend this Agreement in order at any time to bring satisfy any requirements of Code Section 409A or guidance published thereunder; provided, however, any such amendment shall maintain the economic terms of this Agreement into compliance for the Employee. However, in no event will the Company have any liability for any failure of the Agreement to satisfy Code Section 409A, and the Company does not guarantee that the Agreement complies with Code Section 409A. (biii) With regard The Company shall promptly reimburse Employee for eligible expenses under this Agreement that Employee incurs and properly reports to any provision the Company in accordance with its expense reimbursement rules and policies. Notwithstanding anything herein that provides for reimbursement of expenses to the contrary or in-kind benefitsotherwise, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end so as to be exempt from Section 409A of the year immediately following Code and to the year in which Executive incurs such extent not exempt: (A) the amount of expenses eligible for reimbursement expenses, (ii) no such reimbursements or in-kind benefits provided during any calendar year will not affect any other costs or the amount of expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements reimbursement or in-kind benefits are subject provided in any other calendar year, (B) the reimbursements for expenses for which Employee is entitled to liquidation be reimbursed shall be made on or exchange for another before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (C) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended The Company and Executive agree that any amounts payable under this Agreement and the Company’s rights granted to Executive hereunder are intended to meet the requirements of paragraphs (2), (3) and Executive’s exercise (4) of authority or discretion hereunder Section 409A(a)(1)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”). Accordingly, the parties agree that they shall comply with negotiate in good faith to revise any provisions of this Agreement that might otherwise fail to meet the provisions requirements of paragraphs (2), (3) and (4) of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409ACode. However, the parties agree Company does not guarantee any particular tax effect of payments under this Agreement, and in no event shall the Company have any obligation to amend this Agreement in order to bring this Agreement into compliance “gross-up” or otherwise compensate Executive with Section 409A. (b) With regard respect to any tax effect of payments under this Agreement. With respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefitsbenefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except as permitted by for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 409A, 105(b) of the Code; (i2) all such reimbursements the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred; and (3) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment benefit. “Termination of employment,” or benefit. (c) Without limiting the discretion words of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason)similar import, solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of as used in this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee andmeans, for purposes of any such payments under this Agreement that are payments of deferred compensation subject to Section 409A, Executive’s “separation from service” as defined in Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. If Executive is deemed on the date of termination of employment to be a “specified employee” within the meaning of Section 409A of the Code, then with regard to the payment or the provision of this Agreement, references to any benefit that is considered nonqualified deferred compensation under Section 409A of the Code payable on account of a “termination” or “termination of employment” shall mean separation from service as an employee and service,” such payments payment or benefit shall thereupon not be made at or following provided until the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of such separation from service as an employee as and (ii) the date of Executive’s death. Upon the expiration of the foregoing delay period, all payments and benefits so delayed shall be paid or provided hereunderor reimbursed in a lump sum. In the event of a conflict between the terms of this Section 16 and the terms of any other provision in this Agreement relating to payment timing, the terms of this Section 16 shall control.

Code Section 409A. (a) It is Payments made pursuant to this Plan and the Agreement are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any amounts payable under provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Company’s and Executive’s exercise Participant shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its Eligible Subsidiaries for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A and409A, to payments shall be deemed exempt from the extent that any regulations or other guidance issued definition of deferred compensation under Section 409A after to the date of this Agreement would result in Executive being subject to payment of interest and tax penalty fullest extent possible under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation the “short-term deferral” exemption of appropriate documentation but in Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event later than the end of the second calendar year immediately following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in which Executive incurs such reimbursement expenses, (ii) no such reimbursements ownership or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion effective control” of either the Company or a “change in the Executive to terminate ownership of a substantial portion of the Executive’s employment hereunder for any reason (or no reason), solely for purposes assets” of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (Company within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.409A.

Code Section 409A. (a) It is intended The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that any amounts payable under this Agreement and the Company’s payments and Executive’s exercise benefits provided hereunder be exempt from the requirements of authority Code Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or discretion otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder shall comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A so as to avoid the imputation of any tax, penalty or interest under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the Code foregoing, and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that notwithstanding any regulations or other guidance issued under Section 409A after the date provision of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.contrary: (ba) With regard To the extent Code Section 409A is applicable to any provision herein that provides for reimbursement of expenses or in-kind benefitsthis Agreement, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation from service (service” within the meaning of Treasury Regulation Section 1.409A-1(h) 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder (applying the 20% default post-separation limit thereundera “Separation from Service”)) as an employee , and, for purposes of any such provision of this Agreement, references to a “terminate,” “termination,” or “termination of employment,” “resigns” and like terms shall mean separation Separation from service Service. (b) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as an employee of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit on account of Executive’s Separation from Service, until the earlier of (1) the date which is six (6) months after Executive’s Separation from Service for any reason other than death or (2) the date of Executive’s death. The provisions of this paragraph shall only apply if, and such payments to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A on Executive. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 13(b) shall thereupon be made at or following such separation paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from service Service (or, if earlier, as an employee soon as provided hereunderpracticable, and in all events within thirty (30) days, after the date of Executive’s death).

Code Section 409A. (a) It The intent of the parties is intended that any amounts payable payments and benefits under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may or be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall Carlyle be liable for any tax, interest or penalties that any regulations or other guidance issued under may be imposed on Employee by Section 409A after the date or any damages for failing to comply with Section 409A with respect to payments and benefits under this Agreement, unless such tax, interest or penalty is a result of a breach by Carlyle of this Agreement. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement would result in Executive being is subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement amount thereof eligible in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides calendar year shall not affect the amount eligible for reimbursement of expenses or in-kind benefitsany other calendar year, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than shall any expenses be reimbursed after the end last day of the calendar year immediately following the year in which Executive incurs Employee incurred such reimbursement expenses, (ii) and in no such reimbursements event shall any right to reimbursement or receipt of in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for . For purposes of compliance with 409A Section 409A, each installment payment provided under this Agreement shall be treated as a termination of employment shall not be deemed to have occurred for purposes of separate payment. Notwithstanding any provision provisions of this Agreement providing for to the payment of any amounts or benefits upon or following contrary, if Employee is a termination of employment unless such termination is also a separation from service “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying 409A and determined pursuant to any policies adopted by Carlyle consistent with Section 409A), at the 20% default post-time of Employee’s separation limit thereunder)) as an employee andfrom service, for purposes and if any portion of any such provision of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee without Employee incurring taxes, interest or penalties under Section 409A, amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, references to a “termination” or “termination of employment” shall mean in each case, during the six-month period immediately following Employee’s separation from service as an employee and such payments shall thereupon will instead be paid or made at or available on the earlier of (a) the first business day of the seventh month following such the date of Employee’s separation from service as an employee as provided hereunderor (b) Employee’s death.

Code Section 409A. (a) It The intent of the parties hereto is intended that any amounts payable payments and benefits under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive be exempt from (to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of extent possible) Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result provision hereof is modified in Executive being subject order to payment of interest and tax penalty under comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties agree hereto of the applicable provision without violating the provisions of Code Section 409A. In no event shall the Employer be liable for any additional tax, interest, or penalty that may be imposed on Employee by Code Section 409A or damages for failing to amend this Agreement in order to bring this Agreement into compliance comply with Code Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service (service” within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee 409A and, for purposes of any such provision of this Agreement, references to a “termination,” or “termination of employment,” or like terms shall mean “separation from service as an employee and service.” Notwithstanding anything to the contrary in this Agreement, if Employee is deemed on the date of termination to be a “specified employee” under Code Section 409A, 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 payments payment or benefit shall thereupon not be made at or following provided until the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service service” of Employee, and (ii) the date of Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (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 Employee in a lump sum on the first business day following the six (6)-month period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, to the extent that the payments are deemed to be subject to Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as an employee as provided hereundera right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be at the sole discretion of the Employer. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) If any payments under this Agreement are subject to the provisions of Code Section 409A, it is intended that the Agreement will comply fully with and meet all the requirements of Code Section 409A. The Awardee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock Units or disposition of the underlying Shares and that the Awardee has been advised to consult a tax advisor prior to such grant, vesting, or disposition. It is intended that any amounts Restricted Stock Units are either exempt from the requirements of Section 409A of the Code or will satisfy the requirements of Section 409A of the Code so that compensation payable under this Agreement (and applicable earnings) shall not be included in income under Section 409A of the Code. Notwithstanding anything else in the Agreement, if the Company determines the Awardee to be one of the Company’s and Executive’s exercise “specified employees” under Section 409A of authority or discretion hereunder shall comply the Code at the time of such separation from service in accordance with the provisions identification date specified in the 409A Guidance and the amount hereunder is “deferred compensation” subject to Section 409A, then any distribution that otherwise would be made to the Awardee with respect to this Agreement as a result of such separation from service shall not be made until the date that is six months after such separation from service or, if earlier, the date of the death of the Awardee. However, the Company shall not have any obligation to take any action to prevent the assessment of any additional tax or penalty on any person for any equity award under Section 409A of the Code. If this Agreement is subject to Section 409A of the Code and the 409A Guidance, this Agreement will incorporate and satisfy the written documentation requirement of Section 409A of the Code and the treasury regulations relating thereto so as 409A Guidance either directly or by reference to other documents. Notwithstanding the foregoing, the Company shall not to subject Executive have any liability to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations Awardee for taxes or other guidance issued penalties under Section 409A after of the date of this Agreement would result in Executive being subject Code, and the Company shall not have any obligation to payment of interest and tax penalty indemnify the Awardee for any taxes or penalties under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end 409A of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.Code

Code Section 409A. (a) It This Agreement is intended to comply with Section 409A of the Code to the extent any payment hereunder constitutes nonqualified deferred compensation under Section 409A of the Code. (b) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A of the Code and to comply with Code Section 409A to the extent it is applicable and any term (whether or not defined herein) shall have the meaning required of such term in Code Section 409A to the extent it is applicable. (c) If the Company determines in good faith that any amounts payable under provision of this Agreement and would cause the Company’s and Executive’s exercise Employee to incur an additional tax, penalty, or interest under Section 409A of authority the Code, the Board of Directors of the Company (or its delegate) in its sole discretion hereunder shall comply with may reform such provision, if possible, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code and or causing the treasury regulations relating thereto so as not to subject Executive to the payment imposition of such additional tax, penalty, or interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after of the date Code. (d) The preceding provisions, however, shall not be construed as a guarantee by or responsibility of the Company, or any of its subsidiaries or affiliates, or any of the directors, officers, employees or agents of any of the foregoing of any particular tax effect or consequences to the Employee under this Agreement. The Company shall not be liable to the Employee for any payment made under this Agreement would that is determined to result in Executive being subject to payment of an additional tax, penalty, or interest and tax penalty under Section 409A409A of the Code, the parties agree to amend nor for reporting in good faith any payment made under this Agreement as an amount includible in order to bring this Agreement into compliance with gross income under Section 409A.409A of the Code. (be) With regard respect to any provision herein that provides for reimbursement of expenses or in-kind benefitsof the Employee, except as permitted by Section 409Aspecified under this Agreement, such reimbursement of expenses shall be subject to the following conditions: (i1) all such reimbursements the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following after the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year expense was incurred; and (iii3) no such reimbursements or in-kind benefits are the right to reimbursement shall not be subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

Code Section 409A. (a) It is intended that any This Agreement and the amounts payable and other benefits provided under this Agreement and the Company’s and Executive’s exercise of authority are intended to comply with, or discretion hereunder shall comply with the provisions of otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and the treasury regulations relating thereto so as construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to subject Executive to the payment of interest and tax penalty which may comply with, or otherwise not be imposed under Section 409A. In furtherance of this interestexempt from, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to the extent that any regulations be necessary or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject appropriate to payment of interest and tax penalty under comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 6, the parties agree to amend Board shall modify this Agreement in order to bring the least restrictive manner necessary. Each payment under this Agreement into compliance with shall be treated as a separate identified payment for purposes of Section 409A. (b) 409A. With regard respect to any reimbursement of expenses of, or any provision herein that provides for of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits, except as permitted by Section 409A, benefits shall be subject to the following limitations: (i) all such reimbursements the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made within a commercially reasonable time after presentation of appropriate documentation but as specified in this Agreement and in no event later than the end of the year immediately following after the year in which Executive incurs such expense was incurred and (iii) the right to reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to benefit shall not be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another benefit. If a payment or benefit. (c) Without limiting the discretion obligation under this Agreement arises on account of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the and such payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service obligation constitutes “deferred compensation” (within the meaning of as defined under Treasury Regulation Section 1.409A-1(hsection 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (applying b)(12)), it shall be payable only after the 20% default post-separation limit thereunder)) as an employee andExecutive’s Separation from Service; provided, for purposes however, that if the Executive is a Specified Employee, any payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of any such provision the seventh month beginning after the date of this Agreementthe Executive’s Separation from Service or, references to a “termination” if earlier, within fifteen days after the appointment of the personal representative or “termination executor of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or the Executive’s estate following such separation from service as an employee as provided hereunderher death.

Code Section 409A. (a) It is intended the intention of the parties that any amounts payable under the provisions of this Agreement and shall, to the Company’s and Executive’s exercise of authority or discretion hereunder shall maximum extent permissible, comply with the provisions requirements of the short-term deferral exception to Section 409A of the Code and the treasury regulations relating thereto so as not Treasury Regulations Section 1.409A-1(b)(4) with respect to subject Executive each Tranche of Performance Shares under this Award. Accordingly, to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance extent there is any ambiguity as to whether one or more provisions of this interestAgreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions, as they apply to each Tranche, shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) However, to the extent this Agreement should be deemed to create a deferred compensation arrangement subject to the requirements of Code Section 409A with respect to one or more Tranches of the Performance Shares, whether by reason of a deferral election that satisfies the requirements of Paragraph 7 above or the pro-rata Continuous Service vesting provisions of this Agreement, then the following provisions shall apply with respect to any such Tranche, notwithstanding anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions set forth herein: – No shares of Section 409A and, to the extent that any regulations Common Stock or other guidance amounts which become issuable or distributable with respect to such Tranche by reason of Participant’s cessation of Continuous Service shall actually be issued under Section 409A after or distributed to Participant until the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409AParticipant’s Separation from Service or as soon thereafter as administratively practicable, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. – No shares of Common Stock or other amounts which become issuable or distributable with respect to such Tranche by reason of Participant’s cessation of Continuous Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first (1st) day of the seventh (7th) month following the date of Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred shares of Common Stock or other distributable amount shall be issued or distributed in a lump sum on the first (1st) day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first (1st) day of the month immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either date the Company or receives proof of Participant’s death. – No amounts that vest and become payable under Paragraph 4 of this Agreement with respect to that Tranche by reason of a Change in Control shall be distributed to Participant at the Executive time of such Change in Control, unless that transaction also constitutes a Qualifying Change in Control. In the absence of such a Qualifying Change in Control, the distribution shall not be made until the date on which the shares of Common Stock to terminate which those amounts pertain would have become issuable in accordance with the Executiveprovisions of Paragraph 6(a) of this Agreement. – If a deferral election under Paragraph 7 of this Agreement is in effect with respect to any Tranche of Performance Shares under this Award, no amounts that vest and become payable under Paragraph 4 with respect to that particular Tranche by reason of a Change in Control shall be distributed to Participant at the time of that Change in Control unless the transaction also constitutes a Qualifying Change in Control. In the absence of such a Qualifying Change in Control, the distribution shall not be made until the date on which the shares of Common Stock to which those amounts pertain would have become issuable in accordance with Participant’s employment hereunder for any reason (or no reason), solely deferral election under Paragraph 7 of this Agreement. – The shares of Common Stock that are issuable pursuant to each Tranche of Performance Shares in accordance with the provisions of this Agreement and attached Schedule I shall be deemed a separate payment for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Code Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.409A.

Code Section 409A. (a) It is intended that any amounts payable under Payments made pursuant to the Plan and this Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in this Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Company’s and Executive’s exercise Participant shall have no recourse against the Company or any of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the its Eligible Subsidiaries for payment of any such tax, penalty or interest and tax penalty which may be imposed under by Section 409A. In furtherance of this interest, Notwithstanding anything to the contrary herein notwithstandingin this Agreement, no amounts these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be payable to Executive before such time as such payment fully complies with the provisions considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A andto the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of the Participant’s separation from service, to the extent that any regulations or other guidance issued payment under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of a separation from service, then to the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end first day of the year immediately seventh month following the year in which Executive incurs such reimbursement expensesParticipant’s separation from service, or (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion aggregate in a lump sum, without interest, on the first day of either the Company or seventh month following the Executive to terminate the ExecutiveParticipant’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunderservice.

Code Section 409A. (a) It is intended that Notwithstanding any amounts payable under provision of this Agreement and Release to the Company’s and Executive’s exercise of authority contrary, this Release will be construed, administered or discretion hereunder shall deemed amended as necessary to comply with the provisions requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the treasury regulations relating thereto so as not “Code”) to subject Executive avoid taxation under Code Section 409A(a)(1) to the payment extent subject to Code Section 409A. However, under no circumstances shall the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest and tax penalty which may be due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. In furtherance of The payments to Executive pursuant to this interest, anything Release are intended to be exempt from Code Section 409A to the contrary herein notwithstandingmaximum extent possible, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A andfirst, to the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment shall be considered a separate payment such that any regulations or the determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other guidance issued payments so qualify and the determination of whether a payment qualifies under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With separation pay exemption shall be made without regard to any provision herein that provides for reimbursement of expenses or inpayments which qualify as short-kind benefits, except as permitted term deferrals. To the extent any amounts under this Release are payable by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits reference to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 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 amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” or “separation from employment” such terms shall mean be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A. Notwithstanding any other provision in this Release, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Release (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service as an employee and (iii) under the terms of this Release would be payable prior to the six-month anniversary of Executive’s separation from service, such payments payment shall thereupon be made at or following such delayed until the earlier to occur of (a) the six-month anniversary of the separation from service as an employee as provided hereunderor (b) the date of Executive’s death.