Common use of Code Section 409A Clause in Contracts

Code Section 409A. It is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

Code Section 409A. It To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with Code the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance 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 extent applicable. This Agreement shall be administered in Employee as a manner consistent with this intent, and any result of Code Section 409A. Any provision that would cause this the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent least restrictive manner necessary to comply with Code Section 409A, such which amendment may be retroactive to the extent permitted by Code Section 409A. Each 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 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. 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 Code Section 409A. Notwithstanding anything in this Agreement In no event may the Employee, directly or indirectly, designate the calendar year of any payment to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive be made under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (Agreement. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement shall be made or provided in any subsequent year. The accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply with, be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than 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 statement made by any agent or representative of Company be liable or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for any portion purpose of tax withholding and reporting) of the payment of any taxes, penalties, interest compensation or other expenses that may be incurred by Executive on account benefits hereunder under Code Section 409A and any similar sections of non-compliance with Section 409A.state tax law.

Code Section 409A. It This Section 13 applies if the Executive is intended that subject to taxation under the Code. This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.a Change in Control or the Executive’s 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 be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service, as applicable; provided, however, that if the Executive is a Specified Employee, any such 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 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. It The Agreement is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with the requirements of Section 409A. Notwithstanding anything in 409A of the Code or an exemption or exclusion therefrom. Each payment under this Agreement to the contrary, in 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 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 Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any 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, amounts reimbursable to Executive be made under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (Agreement. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in any subsequent year. The accordance with the requirements of Section 409A of the Code, including that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply withbe made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s 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 elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be liable for payable, distributable or settled during the six-month period after separation from service, will be made during such six- month period, and any portion 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 the any taxespayments, penalties, interest distributions or other expenses that may be incurred by Executive benefits delayed on account of non-compliance with Section 409A.409A of the Code, such payments, distributions or benefits shall be paid or provided to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death.

Code Section 409A. It is intended that this This Agreement comply with Code shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, to the extent applicable. This Agreement then such benefit or payment shall be administered provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a manner consistent with this intent, and any provision that would cause termination of employment under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement to Agreement, if at the contrary, in 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 time of Executive’s separation from service. Lump sum payments shall be madetermination of employment, without interest, as soon as administratively practicable following Executive is a “specified employee” within 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 meaning of Section 409A, and the right deferral of the commencement of any severance payments or benefits otherwise payable pursuant to a series of installment payments shall be treated this Agreement as a right to a series result of separate payments. Each separate payment in the series such termination of separate payments shall be analyzed separately for purposes of determining whether such payment employment 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 necessary in order to avoid prevent any accelerated taxation and/or income recognition or additional taxes tax under Section 409A409A(a)(1), amounts reimbursable then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive Executive) that (a) will not and may not under this Agreement shall any circumstances, regardless of when such termination occurs, be paid to Executive on or before the last day in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the expense was incurred termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the amount requirements of expenses eligible for reimbursement (Code Section 409A so that none of the severance payments and in-kind benefits to be provided hereunder will be subject to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided additional tax imposed under this Agreement comply with, or are exempt from, Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in no event shall the Company be liable for any portion good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any taxesadditional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, penaltiesto the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, interest or other expenses then such amendment must be done in a manner that may be incurred by Executive on account of non-compliance complies with Section 409A.409A(a)(4)(C).

Code Section 409A. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with Section 409A. Notwithstanding anything in this Agreement to the contrarywith, in 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 otherwise not be madeexempt from, 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 provisions of Section 409A, it shall be modified and given effect, in the right sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to a series of installment payments be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 6, the Board shall modify this Agreement in the least restrictive manner necessary. Each payment under this Agreement shall be treated as a right to a series of separate payments. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.the Executive’s 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 be payable only after the Executive’s Separation from Service; provided, 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 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. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”)) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the timing and amount of any payment) to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. 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 the Company determines may be considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like term, and the timing thereof, shall mean such a separation from service. Notwithstanding any other provision of this Agreement, in the event the Executive is a “specified employee” as defined in Code Section 409A on the date the Executive incurs a separation from service, as so defined, to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to required by Code Section 409A, then payments and benefits hereunder to which Code Section 409A would apply may not commence to the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced Executive until six months after the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service. Lump sum service (as defined in Code Section 409A) or the date of the Executive’s death and any delayed payments and benefits shall be madepaid and provided in the aggregate, without interest, as soon as administratively practicable no later than ten (10) days 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 schedulesuch date. For purposes of Code Section 409A, the Executive's right to a series of installment receive the payments and benefits hereunder shall be treated as a right to receive a series of separate paymentsand distinct payments and benefits. Each separate Whenever a payment in or benefit hereunder specifies a payment or benefit period with reference to a number of days, the series actual date of separate payments payment or benefit within the specified period shall be analyzed separately for purposes within the sole discretion of determining whether the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to, or exempt from compliance with, the requirements of to Code 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations representation or warranties that warranty and shall have no liability to the payments provided under Executive or any other person if any provisions of this Agreement comply with, or are exempt from, determined to constitute deferred compensation subject to Code Section 409A, and in no event but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted by the Company be liable in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any portion reason any provision of any taxesthis Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, penalties, interest as demonstrated by consistent interpretations or other expenses that may evidence of intent, such provision shall be incurred by Executive on account of non-considered ambiguous as to its exemption from or compliance with Code Section 409A.409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

Code Section 409A. It is Payments made pursuant to this Plan and the Agreement are intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force qualify for an exemption from or effect until amended to comply with Section 409A. Notwithstanding anything any 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 contrary, in Company makes no representations that the event 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 payment or benefit hereunder is determined Options granted thereunder. If this Agreement fails to constitute nonqualified deferred compensation subject to meet the requirements of Section 409A, then 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 Optionee shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, 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 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 to 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 necessary any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to comply with the extent required by Section 409A, such payment or benefit shall not no payments due under this Agreement may be made, provided or commenced made until six months after Executivethe earlier of: (i) the first day of the seventh month following the Optionee’s separation from service. Lump sum , or (ii) the Optionee’s date of death; provided, however, that any payments shall be made, without interest, as soon as administratively practicable following the delayed during this six-month delay. Any installments otherwise due during the six-month delay period shall be paid in the aggregate in a lump sum, without interest, as soon as administratively practicable following on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year seventh month following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Optionee’s separation from service.

Code Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement comply with Code or be exempt from Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable. This and this Agreement shall be interpreted and administered in accordingly. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Employers for purposes of this Agreement, unless the Executive would be considered to have incurred a manner consistent with “separation from service” from the Employers within the meaning of Section 409A (a “Separation from Service”). Each amount to be paid or benefit to be provided under this intentAgreement shall be construed as a separate identified payment for purposes of Section 409A, and any provision that would cause payments described in Section 5 of this Agreement to fail to satisfy that are due within the “short-term deferral period” as defined in Section 409A shall have no force or effect until amended to comply with Section 409A. not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything in any provision of this Agreement to the contrary, in if, at the event time of the Executive’s Separation from Service, the stock of the Employers (or any payment or benefit hereunder successor entity) is determined treated as “publicly traded” under Section 409A(a)(2)(B)(1) of the Code and the Executive is deemed to constitute nonqualified deferred compensation be a “specified employee” within the meaning of said section, all payments which are subject to Section 409A, then 409A as deferred compensation and which would otherwise be required to be made upon such Separation from Service shall be made on the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced until earlier of (i) the first day of the first month commencing at least six (6) months after following Executive’s separation Separation from serviceService or (ii) the date of the Executive’s death. 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 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 To the extent required in order to avoid an accelerated taxation and/or or additional taxes tax under Section 409A, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It is intended the intent of the parties that this Agreement comply be interpreted and administered in compliance with the requirements of section 409A of the Internal Revenue Code Section 409A of 1986, as amended (the “Section 409ACode”), ) to the extent applicable. This In this connection, the Bank will have authority to take any action, or refrain from taking any action, with respect to this Agreement shall that is reasonably necessary to ensure compliance with Code section 409A (provided that the Bank will choose the action that best preserves the value of the payments and benefits provided to Executive under this Agreement), and the parties agree that this Agreement will be administered interpreted in a manner that is consistent with this intentCode section 409A. In furtherance, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything but not in this Agreement to limitation of the contrary, foregoing: (a) in the event any payment or benefit hereunder that Executive is determined to constitute nonqualified deferred compensation subject to Section a “specified employee” within the meaning of Code 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 which constitute a “deferral of compensation” under Code section 409A and which would otherwise become due during the six-month delay shall first six (6) months following Executive’s termination of employment will be delayed and all such delayed payments will be paid in a lump sum, without interest, as soon as administratively practicable following full in the six-seventh (7th) month delayafter the Executive’s termination of employment, and the remaining installments shall all subsequent payments will be paid in accordance with their original payment schedule, provided that the original schedule. For purposes of Section above delay will not apply to any payments that are excepted from coverage by Code section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations section 1.409A-1(b)(4); (b) notwithstanding any other provision of this Agreement, a termination of Executive’s employment hereunder will mean, and be interpreted consistent with, a “separation from service” within the meaning of Code section 409A; and (c) with respect to the reimbursement of fees and expenses provided for herein, the following will apply: (i) unless a specific time period during which such expense reimbursements and tax gross-up payments may be incurred is provided for herein, such time period will be deemed to be Executive’s lifetime; (ii) the amount of expenses eligible for reimbursement hereunder in any particular year will not affect the expenses eligible for reimbursement in any other year; (iii) the right to reimbursement of expenses will not be subject to liquidation or exchange for any other benefit; and (iv) the reimbursement of an eligible expense or a series of installment payments shall tax gross-up payment will 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive made on or before the last day of the calendar year following the calendar year in which the expense was incurred and or the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year tax was remitted, as the case may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.be.

Code Section 409A. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 14, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.a Change in Control or the Executive’s 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 be payable only if the Change in Control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Executive’s separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a specified employee (as defined under Treasury Regulation section 1.409A-1(i)), 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 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. It is intended that this This Agreement comply with Code shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, to the extent applicable. This Agreement then such benefit or payment shall be administered provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a manner consistent with this intent, and any provision that would cause termination of employment under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement to Agreement, if at the contrary, in 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 time of Executive’s separation from service. Lump sum payments shall be madetermination of employment, without interest, as soon as administratively practicable following Executive is a “specified employee” within 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 meaning of Section 409A, and the right deferral of the commencement of any severance payments or benefits otherwise payable pursuant to a series of installment payments shall be treated this Agreement as a right to a series result of separate payments. Each separate payment in the series such termination of separate payments shall be analyzed separately for purposes of determining whether such payment employment 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 necessary in order to avoid prevent any accelerated taxation and/or income recognition or additional taxes tax under Section 409A409A(a)(1), amounts reimbursable then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive Executive) that (a) will not and may not under this Agreement shall any circumstances, regardless of when such termination occurs, be paid to Executive on or before the last day in full by March 15 of the year following Executive’s termination (or two and one half (2 1/2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the expense was incurred termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the amount requirements of expenses eligible for reimbursement (Code Section 409A so that none of the severance payments and in-kind benefits to be provided hereunder will be subject to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided additional tax imposed under this Agreement comply with, or are exempt from, Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in no event shall the Company be liable for any portion good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any taxesadditional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, penaltiesto the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, interest or other expenses then such amendment must be done in a manner that may be incurred by Executive on account of non-compliance complies with Section 409A.409A(a)(4)(C).

Code Section 409A. It is Payments made pursuant to this Plan and the Agreement are intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force qualify for an exemption from or effect until amended to comply with Section 409A. Notwithstanding anything any 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 contrary, in Company makes no representations that the event 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 payment or benefit hereunder is determined RSUs granted thereunder. If this Agreement fails to constitute nonqualified deferred compensation subject to meet the requirements of Section 409A, then 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 Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, 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 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 to 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 necessary any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to comply with the extent required by Section 409A, such payment or benefit shall not no payments due under this Agreement may be made, provided or commenced made until six months after Executivethe earlier of: (i) the first day of the seventh month following the Participant’s separation from service. Lump sum , or (ii) the Participant’s date of death; provided, however, that any payments shall be made, without interest, as soon as administratively practicable following the delayed during this six-month delay. Any installments otherwise due during the six-month delay period shall be paid in the aggregate in a lump sum, without interest, as soon as administratively practicable following on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year seventh month following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Participant’s separation from service.

Code Section 409A. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A (“and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Code. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A”), to the extent applicable. This this Agreement shall be administered in a manner consistent with this intentmodified to avoid such additional tax, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force penalty or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement interest yet preserve (to the contrarynearest extent reasonably possible) the intended benefit payable to the Executive. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Termination Date, in the event Executive shall not be entitled to any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject pursuant to Section 409A, then to 3.1(b) until the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced until earlier of (i) the date which is six months after the Termination Date, or (ii) the date of the Executive’s separation from servicedeath. Lump sum payments The provisions of this Section 18 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six month period following the Executive’s Termination Date that are not so paid by reason of this Section 18 shall be made, paid (without interest) as soon as practicable (and in all events within five days) after the date that is six months after the Executive’s Termination Date (or, if earlier, 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 delaypracticable, and in all events within five days, after the remaining installments shall be paid in accordance with date of the original scheduleExecutive’s death). For purposes of Section 409A, the right to a Each series of installment payments shall be treated made under this Agreement is hereby designated as a right to a series of “separate payments. Each separate payment in ” within 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 meaning 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day 409(A) of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Code.

Code Section 409A. It is intended that Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A (“Section 409A”), to the extent applicable. This The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and any provision that would cause without the Employee’s consent, amend this Agreement to fail to satisfy Section 409A shall have no force or effect until amended cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to To the extent necessary required to comply with avoid accelerated taxation and/or tax penalties under Code Section 409A409A and applicable guidance issued thereunder, such payment or benefit the Employee shall not be made, provided or commenced until six months after Executive’s deemed to have had a Termination unless the Employee has incurred a “separation from service. Lump sum payments shall ” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due payable pursuant to this Agreement during the six-month delay period immediately following the Employee’s Termination (including Retirement) shall instead be paid in a lump sum, without interest, as soon as administratively practicable on the first business day after the date that is six months following the six-month delayEmployee’s Termination (or upon the Employee’s death, and the remaining installments shall be paid in accordance with the original scheduleif earlier). For purposes of Code Section 409A, to the right to a series of installment extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments. Each separate payment in payments and each separately identified amount to which the series of separate payments shall be analyzed separately for purposes of determining whether such payment Employee 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, amounts reimbursable to Executive entitled under this Agreement shall be paid to Executive on treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or before Disability (as applicable) occurs or the last fifteenth day of the year third calendar month following Termination or Disability (as applicable); and (iii) the year date of the Employee’s Disability shall be determined by the Company in which the expense was incurred its sole discretion. Although this Agreement and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement hereunder are intended to be exempt from or to otherwise comply with, or are exempt from, with the requirements of Code Section 409A, and in no event shall the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any portion tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with taxes pursuant to Code Section 409A.

Code Section 409A. It is intended that Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A (“Section 409A”), to the extent applicable. This The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and any provision that would cause without the Employee’s consent, amend this Agreement to fail to satisfy Section 409A shall have no force or effect until amended cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to To the extent necessary required to comply with avoid accelerated taxation and/or tax penalties under Code Section 409A409A and applicable guidance issued thereunder, such payment or benefit the Employee shall not be made, provided or commenced until six months after Executive’s deemed to have had a Termination unless the Employee has incurred a “separation from service. Lump sum payments shall ” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due payable pursuant to this Agreement during the six-month delay period immediately following the Employee’s Termination (including Retirement) shall instead be paid in a lump sum, without interest, as soon as administratively practicable on the first business day after the date that is six (6) months following the six-month delayEmployee’s Termination (or upon the Employee’s death, and the remaining installments shall be paid in accordance with the original scheduleif earlier). For purposes of Code Section 409A, to the right to a series of installment extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments. Each separate payment in payments and each separately identified amount to which the series of separate payments shall be analyzed separately for purposes of determining whether such payment Employee 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, amounts reimbursable to Executive entitled under this Agreement shall be paid treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to Executive on death or before Disability (as applicable); and (iii) the last day date of the year following Employee’s Disability shall be determined by the year Company in which the expense was incurred its sole discretion. Although this Agreement and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement hereunder are intended to be exempt from or to otherwise comply with, or are exempt from, with the requirements of Code Section 409A, and in no event shall the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any portion tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with taxes pursuant to Code Section 409A.

Code Section 409A. It is intended that this This Agreement comply with Code shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, to the extent applicable. This Agreement then such benefit or payment shall be administered provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a manner consistent with this intent, and any provision that would cause termination of employment under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement to Agreement, if at the contrary, in 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 time of Executive’s separation from service. Lump sum payments shall be madetermination of employment, without interest, as soon as administratively practicable following Executive is a “specified employee” within 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 meaning of Section 409A, and the right deferral of the commencement of any severance payments or benefits otherwise payable pursuant to a series of installment payments shall be treated this Agreement as a right to a series result of separate payments. Each separate payment in the series such termination of separate payments shall be analyzed separately for purposes of determining whether such payment employment 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 necessary in order to avoid prevent any accelerated taxation and/or income recognition or additional taxes tax under Section 409A409A(a)(1), amounts reimbursable then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive Executive) that (a) will not and may not under this Agreement shall any circumstances, regardless of when such termination occurs, be paid to Executive on or before the last day in full by March 15 of the year following Executive’s termination (or two and one half (2 ½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the expense was incurred termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the amount requirements of expenses eligible for reimbursement (Code Section 409A so that none of the severance payments and in-kind benefits to be provided hereunder will be subject to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided additional tax imposed under this Agreement comply with, or are exempt from, Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in no event shall the Company be liable for any portion good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any taxesadditional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, penaltiesto the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, interest or other expenses then such amendment must be done in a manner that may be incurred by Executive on account of non-compliance complies with Section 409A.409A(a)(4)(C).

Code Section 409A. It is intended The Company and the Executive intend that the payments and benefits provided for in this Agreement comply with Code either be exempt from Section 409A (“Section 409A”)of the Code, to the extent applicable. This Agreement shall or be administered provided for in a manner consistent that complies with this intentSection 409A of the Code, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 ambiguity herein shall be made, without interest, interpreted so as soon as administratively practicable following the six-month delay. Any installments otherwise due during the six-month delay shall to 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 consistent with the original schedule. For purposes intent of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in subparagraph E. In no event whatsoever shall the Company be liable for any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on the Executive by Executive on account of non-compliance Code Section 409A or damages for failing to comply with Section 409A.409A. With respect to any reimbursement of expenses to the Executive, as specified in this Agreement, such reimbursement of expenses shall be subject to the following conditions: (i) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement 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; and (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred. Notwithstanding anything contained herein to the contrary, all payments and benefits under this Paragraph 7 (to the extent such payments and benefits constitute nonqualified deferred compensation within the meaning of Code Section 409A) shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” from the Company within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder, any payments described in Paragraph 7 shall be delayed for a period of six (6) months following the Executive’s separation of employment to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code.

Code Section 409A. It is Payments made pursuant to this Plan and the Agreement are intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force qualify for an exemption from or effect until amended to comply with Section 409A. Notwithstanding anything any 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 contraryCompany 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 Participant shall have no recourse against the Company or any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, 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 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 to 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 event 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 any payment or benefit hereunder is determined to constitute nonqualified under this Agreement constitutes deferred compensation subject to (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 extent necessary to comply with required by Section 409A, such payment or benefit shall not no payments due under this Agreement may be made, provided or commenced made until six months after Executivethe earlier of: (i) the first day of the seventh month following the Participant’s separation from service. Lump sum , or (ii) the Participant’s date of death; provided, however, that any payments shall be made, without interest, as soon as administratively practicable following the delayed during this six-month delay. Any installments otherwise due during the six-month delay period shall be paid in the aggregate in a lump sum, without interest, as soon as administratively practicable following on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year seventh month following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Participant’s separation from service

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with Code the provisions of Section 409A (“Section 409A”), to of the extent applicableCode. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall of the Code will have no force or and effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then therewith (which amendment may be retroactive to the extent necessary permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A409A of the Code, such payment or benefit including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be made, provided or commenced until six months after Executive’s separation from servicerequired to assume any increased economic burden. 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 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 contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes tax penalties under Section 409A409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts reimbursable that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive under pursuant to this Agreement shall be paid to Executive on or before the last day construed as a separate identified payment for purposes of Section 409A of the year following the year in which the expense was incurred and the amount of Code. With respect to expenses eligible for reimbursement (and or in-kind benefits provided to Executiveunder the terms of this Agreement, (a) during any one year may not effect amounts reimbursable the amount of such expenses eligible for reimbursement or in-kind benefits provided in any subsequent taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year. The Company makes , (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no representations or warranties later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the payments right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, provided that with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement comply withAgreement, or are exempt from, Section 409Athe payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and in no event (c) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.another benefit.

Code Section 409A. It is intended that any amounts payable under this Agreement and the German American’s and Employee’s exercise of authority or discretion hereunder shall be exempt from or comply with Code Section 409A of the Code (“Section 409A”), including the Treasury regulations and other published guidance relating thereto) so as not to subject Employee to the extent applicablepayment of any interest or additional tax imposed under Section 409A of the Code. This Agreement shall be administered in a manner consistent with In furtherance of this intent, and (a) for any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force amount payable in two or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrarymore installments, in 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 Section 409A, the right to a series of each installment payments shall be treated as a right separate payment, (b) if, due to a series the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of separate payments. Each separate payment or the commencement of such payments thereof must be delayed for six months following Employee’s separation from service 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, order to meet the requirements of Section 409A. Notwithstanding anything 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in this Agreement to the contrary, to the extent required a first taxable year and ends in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement a second taxable year shall be paid in the second taxable year. With regard to Executive any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the German American referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which such expense or other payment to be reimbursed is incurred. To the expense was incurred extent that any Treasury regulations, guidance or changes to Section 409A would result in the Employee becoming subject to interest and additional tax under Section 409A of the amount of expenses eligible for reimbursement (Code, the German American and in-kind benefits provided Employee agree to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under amend this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-order to bring this Agreement into compliance with Code Section 409A.409A. ++THE REMAINDER OF THIS PAGE IS BLANK++ ++THE SIGNATURE PAGE FOLLOWS++

Code Section 409A. It With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) 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 the payments are made in a manner that is as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive 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) the right to reimbursement or in-kind benefits shall not be 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 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 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 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”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 to the extent applicable. This contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with this intentsuch intentions. In addition, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to if Executive is a “specified employee,” within the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to meaning of Code Section 409A, then to the extent necessary to comply with avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such payment or benefit amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from 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 madepaid to Executive during such period, provided or commenced until but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the date that is six (6) months after following 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 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It This Agreement is intended that this Agreement to comply with the requirements of Code Section 409A (“Section 409A”), to the extent applicable. This Agreement and shall be administered in a manner consistent with this intent, and any provision that would cause construed accordingly. Any payments or distributions to be made to Executive under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute upon a separation from service of amounts classified as “nonqualified deferred compensation subject to compensation” for purposes of Code Section 409A, then to the extent necessary to comply with and not exempt from Code Section 409A, such payment shall in no event be made or benefit shall not be made, provided or commenced commence until six months after Executive’s separation Section 409A Separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable following the six-month delayService. Any installments otherwise due during the six-month delay shall be paid in reference to 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 payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the right to a series short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of installment payments cash, property or benefits) 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 Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment is subject todeadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “payment date” or “payment period”, and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements 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 Code Section 409A, amounts reimbursable the amount of such payments during any calendar year shall not affect the benefits provided in any other calendar year, and the right to Executive under any such payments shall not be subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement Agreement, the payment date for any reimbursements shall in no event be paid to Executive on or before later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.incurred.

Code Section 409A. It The Agreement is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with the requirements of Section 409A. Notwithstanding anything in 409A of the Code or an exemption or exclusion therefrom. Each payment under this Agreement to the contrary, in 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 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 Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any 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, amounts reimbursable to Executive be made under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (Agreement. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in any subsequent year. The accordance with the requirements of Section 409A of the Code, including that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply withbe made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s 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 elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be liable for payable, distributable or settled during the six-month period after separation from service, will be made during such six- month period, and any portion 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 taxespayments, penalties, interest distributions or other expenses that may be incurred by Executive benefits delayed on account of non-compliance with Section 409A.409A of the Code, such payments, distributions or benefits shall be paid or provided to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death.

Code Section 409A. It To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with Code the requirements of Section 409A (“Section 409A”), to of the extent applicable. This Agreement shall be administered in a manner consistent with this intentCode, and any related regulations or other guidance 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 this the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Code Section 409A, then which amendment may be retroactive to the extent necessary to comply with permitted by Code Section 409A, such 409A. Each 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 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. 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 Code Section 409A. Notwithstanding anything in this Agreement In no event may Employee, directly or indirectly, designate the calendar year of any payment to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive be made under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (Agreement. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement shall be made or provided in any subsequent year. The accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply with, be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company 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 liable for any portion the “Date of Termination,” and all references herein to a “termination of employment” (or words of similar meaning) shall mean a “separation of service” within the meaning of Code Section 409A and (y) to the extent the payment of any taxesamount pursuant to Section 9 of this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is payable within a number of days (e.g., penaltiesno 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, interest such amount shall be paid in the subsequent calendar year. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of 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 other expenses statement made by any agent or representative of Company or its affiliates that may be incurred by Executive on account is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of non-compliance with tax withholding and reporting) of the payment of any compensation or benefits hereunder under Section 409A.409A of the Code and any similar sections of state tax law.

Code Section 409A. It This Agreement is intended that this Agreement to comply with Code Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable. This Agreement or an exemption thereunder and shall be construed and administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply accordance with Section 409A. Notwithstanding anything in any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the maximum 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 schedulepossible. For purposes of Section 409A, the right to a series of each installment payments payment provided under this Agreement shall be treated as a right separate payment. Any payments to be made under this Agreement upon a series termination of separate payments. Each separate payment in the series of separate payments employment shall only be analyzed separately for purposes of determining whether such payment is subject to, or exempt made upon a “separation from compliance with, the requirements of service” under Section 409A. Notwithstanding anything in this Agreement herein to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive all taxable reimbursements and in-kind benefits provided by Company under this Agreement shall be paid to made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred by Executive on or before during the last day period of time specified in the year following Agreement; (ii) any in-kind benefits must be provided by Company during the year period of time specified in which the expense was incurred and Agreement; (iii) the amount of expenses eligible for reimbursement (and reimbursement, or in-kind benefits provided to Executive) provided, during any one a calendar year may not effect amounts reimbursable affect the expenses eligible for reimbursement, or provided in-kind benefits to be provided, in any subsequent other calendar year; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. The Notwithstanding the foregoing, the Company makes no representations or warranties that the payments and benefits provided under this Agreement comply with, or are exempt from, with Section 409A, 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

Code Section 409A. It is intended The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A (“Section 409A”), to the extent applicableapplicable thereto. This Agreement shall The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be administered made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy “short-term deferral” for purposes of Code Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to as otherwise exempt from the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to provisions of Code Section 409A, then to or if any portion of the extent necessary to comply with payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or benefit shall not be made, provided or commenced until the date that is six months after and one day following the Executive’s separation from servicetermination of employment (the “Delay Period”). Lump sum Upon the expiration of the Delay Period, all 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 and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, without interestand any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Further, as soon as administratively practicable following if the sixExecutive is a “specified employee” and if any equity-month delaybased awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the remaining installments shall equity-based awards will not be paid in accordance with settled or released until the original scheduleexpiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the right to a series of installment payments shall Executive is entitled will be treated as a right to separate payment. In addition, the disability benefits and severance payments will be treated as a series of separate payments. Each separate payment in Although the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or exempt from compliance with, Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. Notwithstanding anything in The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the contraryapplication of Code Section 409A, to the extent required Company will modify this Agreement in the least restrictive manner necessary in order to avoid accelerated taxation and/or additional taxes under comply with the provisions of Code Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day other applicable provisions of the year following Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the year in which the expense was incurred and the amount value of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall benefits to the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Executive.

Code Section 409A. It is intended the Parties’ intention that the Severance payable to the Executive pursuant to Section 5.4 will be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A- 1(b)(4) (relating to short-term deferrals). For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement comply with Code Section 409A (“Section 409A”), will be treated as a separate and distinct payment and will not collectively be treated as a single payment. Notwithstanding anything to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive do not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrarycontrary in this Agreement, in reimbursement requests must be timely submitted by the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409AExecutive and, then if timely submitted, reimbursement payments will be made 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, Executive 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 such submission in accordance with the original schedule. For purposes of Section 409ACompany’s policies regarding reimbursements, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment but 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and the amount of expenses eligible for reimbursement (and incurred. This Section only applies to in-kind benefits provided and reimbursements that would result in taxable compensation income to the Executive) during any one year may not effect amounts reimbursable . This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or provided in any subsequent year. The Company makes no representations or warranties that the payments benefits provided under this the Agreement comply withbecome subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, or are exempt from“Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A409A Penalties. Notwithstanding the preceding, and in no event shall will the Company be liable for any portion of any taxes, penalties, interest required to provide a tax gross up payment to or other expenses that may be incurred by otherwise reimburse the Executive on account of non-compliance with respect to Section 409A.409A Penalties.

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A (“Section 409A”), to the extent applicableapplicable thereto. This Agreement shall be administered in a manner consistent with this intent, and Notwithstanding any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the event Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or benefit hereunder reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to constitute nonqualified deferred compensation subject to be a "specified employee" under Code Section 409A, then to the extent necessary to comply with Section 409A, any such payment or benefit reimbursement, or portion thereof, shall not be made, provided delayed until the date that is the earlier to occur of (i) Executive's death or commenced until (ii) the date that is six months after Executive’s separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable and one day following the six-month delaydate of the Termination of Executive's Employment (the "Delay Period"). Any installments otherwise due during Upon the six-month delay expiration of the Delay Period, the payments delayed pursuant to this Section 14 shall be paid to Executive in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments payments due under this Section 14 shall be paid payable in accordance with the their original payment schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It is intended that any amounts payable under this Agreement comply with Code will, to the greatest extent possible, be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A”), to the extent applicable. This and this Agreement shall will be administered construed in a manner consistent with this intent, that will preclude the imposition of additional taxes and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with interest imposed under Code Section 409A. Notwithstanding anything in this This Agreement to will be amended (as determined by the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then Company) to the extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, “termination of employment” will have the same meaning as “separation from service” as defined in Code Section 409A. Further, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to be a “specified employee” within the meaning of Code Section 409A, and if any of the payments upon separation from service set forth herein are deemed to be “deferred compensation,” then, to the extent required for compliance with Code Section 409A, such payment or benefit shall payments will not be made, provided or commenced until six months after commence prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s separation from serviceservice with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Code Section 409A (hereinafter, the “Delayed Commencement Date”). Lump sum On the Delayed Commencement Date, the Company will pay all 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 delayed pursuant to this paragraph to Executive in a lump sum, without interest, and any remaining payments due will be paid as soon as administratively practicable following the six-month delay, and the remaining installments otherwise provided herein. No interest shall be paid in accordance with the original scheduledue on any amounts so deferred. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in In no event shall whatsoever will the Company be liable for any portion of any taxesadditional tax, penaltiesinterest, interest or other expenses penalty that may be incurred imposed on Executive by Executive on account of non-compliance Code Section 409A or damages for failing to comply with Code Section 409A.

Code Section 409A. It With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) 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 as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive 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) the right to reimbursement or in-kind benefits shall not be 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 this section straddles two calendar years, the payment will be made in the later calendar year. 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 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 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 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”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 to the extent applicable. This contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with this intentsuch intentions. In addition, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to if Executive is a “specified employee,” within the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to meaning of Code Section 409A, then to the extent necessary to comply with avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such payment or benefit amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from 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 madepaid to Executive during such period, provided or commenced until but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the date that is six (6) months after following 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 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A (“Section 409A”), to the extent applicableapplicable thereto. This Agreement shall be administered in a manner consistent with this intent, and Notwithstanding any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the event Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or benefit hereunder reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to constitute nonqualified deferred compensation subject to be a "specified employee" under Code Section 409A, then to the extent necessary to comply with Section 409A, any such payment or benefit reimbursement, or portion thereof, shall not be made, provided delayed until the date that is the earlier to occur of (i) Executive's death or commenced until (ii) the date that is six months after Executive’s separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable and one day following the six-month delaydate of the Termination of Executive's Employment (the "Delay Period"). Any installments otherwise due during Upon the six-month delay expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments payments due under this Section 13 shall be paid payable in accordance with the their original payment schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It This Agreement is intended that this Agreement to comply with the requirements of Code Section 409A (“Section 409A”), to the extent applicable. This Agreement and shall be administered in a manner consistent with this intent, and any provision that would cause construed accordingly. Any payments or distributions to be made to Executive under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute upon a separation from service of amounts classified as “nonqualified deferred compensation subject to compensation” for purposes of Code Section 409A, then to the extent necessary to comply with and not exempt from Code Section 409A, such payment shall in no event be made or benefit shall not be made, provided or commenced commence until six months after Executive’s separation Section 409A Separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable following the six-month delayService. Any installments otherwise due during the six-month delay shall be paid in reference to 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 payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the right to a series short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of installment payments cash, property or benefits) 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 Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment is subject todeadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “payment date” or “payment period”, and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements 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 Code Section 409A, amounts reimbursable the amount of such payments during any calendar year shall not affect the benefits provided in any other calendar year, and the right to Executive under any such payments shall not be subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement Agreement, the payment date for any reimbursements shall in no event be paid to Executive on or before later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense was incurred or, for purposes of Sections 7(c)(iii)(B) and (C) above, the amount of expenses eligible for reimbursement (and in-kind benefits provided calendar year in which the Excise Tax must be remitted to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.applicable governmental taxing authority.

Code Section 409A. It This Agreement is intended that this Agreement to comply with Code Section 409A and Treasury Regulations thereunder (“Section 409A”), to the extent applicable. This Agreement ) and shall be administered and interpreted accordingly, including, without limitation, interpretation of “termination of employment” in a manner consistent with the definition of separation from service under 409A. Any installment payments hereunder shall be treated as separate payments for purposes of 409A’s rules regarding treatment of installment payments as single versus separate payments. Notwithstanding any other Section of this intentAgreement, any reimbursements hereunder (other than tax gross-up payments) shall be made by the end of the calendar year following the calendar year in which the related expense is incurred (or by such earlier date prescribed elsewhere in this Agreement). Any expense reimbursements hereunder during a calendar year will not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any expense reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Notwithstanding any other Section of this Agreement, reimbursement of expenses incurred due to a tax audit or litigation and any provision that would cause this Agreement tax-gross up payment shall be made by the end of the calendar year following the calendar year in which the related taxes are remitted to fail to satisfy Section 409A shall have the applicable taxing authority, or where no force taxes are remitted, the end of the calendar year following the calendar year in which the audit is completed or effect until amended to comply with Section 409A. Notwithstanding anything there is a final and nonappealable settlement or other resolution of the litigation (or by such earlier date prescribed elsewhere in this Agreement to the contrary, in Agreement.) In the event any payment or benefit hereunder Executive is determined to constitute nonqualified deferred compensation subject to Section 409Aa specified employee of a public company on the Date of Termination then, then to the extent necessary to comply with Section required by 409A, such payment or benefit shall not be made, provided or commenced until six months after Executive’s separation from service. Lump sum payments hereunder shall be made, without interestmade or commence, as soon as administratively practicable applicable, on the first day of the month following the six-month delay. Any installments otherwise due anniversary of the Date of Termination, with amounts that would have been paid during the such 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 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 included 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. first payment. Notwithstanding anything in this Agreement contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes tax penalties under 409A, if any payments are due under Section 409A5(c) with respect to a termination of employment which occurred during 2015, amounts reimbursable to Executive under this Agreement such payments shall be paid to Executive on or before made under payment timing rules provided for substantially similar payments under the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Current Employment Agreement.

Code Section 409A. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 14, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.a change in control or the Executive’s 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 be payable only if the change in control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Executive’s separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a specified employee (as defined under Treasury Regulation section 1.409A-1(i)), 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 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. It To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with Code the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any Any provision that would cause this the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Code Section 409A, then which amendment may be retroactive to the extent necessary to comply with permitted by Code Section 409A, such 409A. Each 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 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. 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 Code Section 409A. Notwithstanding anything in this Agreement In no event may Employee, directly or indirectly, designate the calendar year of any payment to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive be made under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (Agreement. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement shall be made or provided in any subsequent year. The accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply with, be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company 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 liable for any portion the “Date of Termination,” and all references herein to a “termination of employment” (or words of similar meaning) shall mean a “separation of service” within the meaning of Code Section 409A and (y) to the extent the payment of any taxesamount pursuant to Section 9 of this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is payable within a number of days (e.g., penaltiesno 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, interest such amount shall be paid in the subsequent calendar year. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of 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 other expenses statement made by any agent or representative of Company or its affiliates that may be incurred by Executive on account is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of non-compliance with tax withholding and reporting) of the payment of any compensation or benefits hereunder under Section 409A.409A of the Code and any similar sections of state tax law.

Code Section 409A. It This award of Restricted Stock Units is intended that this Agreement to be exempt from or comply with the applicable requirements of Code Section 409A (“Section 409A”), to the extent applicable. This Agreement and shall be administered in a manner consistent accordance with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, in if the event any Restricted Stock Units constitute “deferred compensation” under Code Section 409A and the Restricted Stock Units become vested and settled upon the Participant’s termination of employment, payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then with respect to the extent necessary to comply with Section 409A, such payment or benefit Restricted Stock Units shall not be made, provided or commenced until delayed for a period of six months after Executivethe Participant’s separation from service. Lump sum payments termination of employment if the Participant is a “specified employee” as defined under Code Section 409A (as determined by the Committee) and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be made, without interest, as soon as administratively practicable following distributed within 30 days after the date that is the six-month delayanniversary of the Participant’s termination of employment. Any installments otherwise due If the Participant dies during the six-month delay shall be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, the shares of Stock and the remaining installments accrued cash dividend equivalents shall be paid distributed in accordance with the original scheduleParticipant’s will or under the applicable laws of descent and distribution. For purposes of 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 any provision to the contrarycontrary herein, payments made with respect to the extent required this award of Restricted Stock Units may only be made in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred a manner and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, upon an event permitted by Code Section 409A, and in all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A, and if required pursuant to Code Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of Code Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Company Participant, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under Code Section 409A and payment is subject to the execution of a Release, and if such payment could be liable for any portion of any taxesmade in more than one taxable year, penaltiespayment shall be made in the later taxable year, interest or other expenses that may be incurred if required by Executive on account of non-compliance with Code Section 409A.409A. [Signature Page Follows]

Code Section 409A. It is Payments made pursuant to this Plan and the Agreement are intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force qualify for an exemption from or effect until amended to comply with Section 409A. Notwithstanding anything any 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 contraryCompany 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 Participant shall have no recourse against the Company or any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, 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 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 to 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 event 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 any payment or benefit hereunder is determined to constitute nonqualified under this Agreement constitutes deferred compensation subject to (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 extent necessary to comply with required by Section 409A, such payment or benefit shall not no payments due under this Agreement may be made, provided or commenced made until six months after Executivethe earlier of: (i) the first day of the seventh month following the Participant’s separation from service. Lump sum , or (ii) the Participant’s date of death; provided, however, that any payments shall be made, without interest, as soon as administratively practicable following the delayed during this six-month delay. Any installments otherwise due during the six-month delay period shall be paid in the aggregate in a lump sum, without interest, as soon as administratively practicable following on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year seventh month following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Participant’s separation from service.

Code Section 409A. It is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and Notwithstanding any other provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any payment stock which is publicly traded on an established securities market or benefit hereunder otherwise and Executive is determined to constitute nonqualified be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A, then 409A to the extent necessary be made to comply with Section 409A, such payment or benefit shall Executive upon a separation from service may not be made, provided or commenced until made before the date that is six months after Executive’s separation from serviceservice (or death, if earlier). Lump sum payments shall be made, without interest, as soon as administratively practicable following To the six-month delay. Any installments otherwise due during extent that Executive becomes subject to the six-month delay shall rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid in a lump sum, without interest, as soon as administratively practicable to Executive during the seventh month following the six-month delayhis separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the remaining installments shall purposes herein, the phrase “termination of employment” or similar phrases will be paid interpreted in accordance with the original schedule. For purposes of term “separation from service” as defined under Code Section 409A409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, the right to a series of each such installment payments shall be treated as deemed to be 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 toCode Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or exempt from compliance with, the requirements of Section 409A. Notwithstanding anything conditions be included in this Agreement to the contraryAgreement, then such terms, provisions, and conditions shall, to the extent required practicable, be deemed to be made a part of this Agreement, and (ii) terms used in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid construed in accordance with Code Section 409A if and to Executive on or before the last day of extent required. Further, in the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties event that the payments provided under this Agreement or any benefit thereunder shall be deemed not to comply with, or are exempt from, with Code Section 409A, and in no event then neither the Corporation, its Subsidiaries, the Board, the Compensation Committee, nor its or their designees or agents shall the Company be liable to Executive or any other person for any portion of any taxesactions, penaltiesdecisions, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.determinations made in good faith.

Code Section 409A. It This Agreement is intended that this Agreement to comply with Code the requirements of Section 409A (“of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A”)409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause Each payment under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 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 Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment is subject to, or exempt from compliance with, to be made under this Agreement. If the requirements Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A. Notwithstanding anything in this Agreement to 409A of the contraryCode, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, such amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day personal representative of the year following Executive’s estate within thirty (30) calendar days after the year in which date of the expense was incurred and the amount of expenses eligible for reimbursement (Executive’s death. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in any subsequent year. The accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply with, be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be liable determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for any portion in Section 7872(f)(2)(A) of any taxesthe Code, penalties, interest or other expenses that may be incurred by Executive on account the first business day which is more than six (6) months following the Date of non-compliance with Section 409A.Termination.

Code Section 409A. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 7, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.a Change in Control or the Executive’s 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 be payable only if the Change in Control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Executive’s separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a specified employee (as defined under Treasury Regulation section 1.409A-1(i)), 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 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. It is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and Notwithstanding any other provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any payment stock which is publicly traded on an established securities market or benefit hereunder otherwise and Executive is determined to constitute nonqualified be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A, then 409A to the extent necessary be made to comply with Section 409A, such payment or benefit shall Executive upon a separation from service may not be made, provided or commenced until made before the date that is six months after Executive’s separation from serviceservice (or death, if earlier). Lump sum payments shall be made, without interest, as soon as administratively practicable following To the six-month delay. Any installments otherwise due during extent that Executive becomes subject to the six-month delay shall rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid in a lump sum, without interest, as soon as administratively practicable to Executive during the seventh month following the six-month delayhis separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the remaining installments shall purposes herein, the phrase “termination of employment” or similar phrases will be paid interpreted in accordance with the original schedule. For purposes of term “separation from service” as defined under Code Section 409A409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, the right to a series of each such installment payments shall be treated as deemed to be 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 toCode Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or exempt from compliance with, the requirements of Section 409A. Notwithstanding anything conditions be included in this Agreement to the contraryAgreement, then such terms, provisions, and conditions shall, to the extent required practicable, be deemed to be made a part of this Agreement, and (ii) terms used in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid construed in accordance with Code Section 409A if and to Executive on or before the last day of extent required. Further, in the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties event that the payments provided under this Agreement or any benefit thereunder shall be deemed not to comply with, or are exempt from, with Code Section 409A, and in no event then neither the Corporation, the Board, the Compensation Committee, nor its or their designees or agents shall the Company be liable for any portion of any taxes, penalties, interest to Executive or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.person for actions, decisions, or determinations made in good faith.

Code Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A (“through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A”), such modification shall be made in good faith and shall, to the maximum extent applicable. This Agreement shall be administered in a manner consistent with this intentreasonably possible, maintain the original intent and any economic benefit to the Executive and the Company of the applicable provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with without violating the provisions of Code Section 409A. Notwithstanding anything in this Agreement If the Executive is deemed on the date of “separation from service” to be a “specified Executive” within the contrarymeaning of such terms under Code Section 409A(a)(2)(B), in the event then with regard to any payment or the provision of any benefit hereunder that is determined to constitute nonqualified deferred compensation specified as subject to Section 409A, then to the extent necessary to comply with Section 409Athis Section, such payment or benefit shall not be made, made or provided or commenced until at the date which is the earlier of (A) the expiration of the six months after Executive’s (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”). Lump Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.1 (whether they would have otherwise been payable in a single sum payments shall be made, without interest, as soon as administratively practicable following or in installments in the six-month absence of such delay. Any installments otherwise due during the six-month delay ) shall be paid or reimbursed to the Executive in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Whenever a payment is to Executive be made promptly after a date, it shall be made within sixty (60) days thereafter. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not effect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Company referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which the such expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may payment to be incurred by Executive on account of non-compliance with Section 409A.reimbursed is incurred.

Code Section 409A. It is intended The parties intend that this Agreement will be administered in accordance with Internal Revenue Code Section 409A (“Code Section 409A”). To the extent that any provision of this Agreement 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 409A”)8.1, shall subject the Bank to the extent applicable. This Agreement shall be administered in a manner consistent with this intentany claim, liability, or expense, and the Bank shall not have any provision that would cause this Agreement obligation to fail indemnify or otherwise protect Executive from the obligation to satisfy Section 409A shall have no force or effect until amended pay any taxes pursuant to comply with Code Section 409A. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in if at the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to 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 necessary any payment or benefit that the Executive becomes entitled to comply with 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 409A409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment or shall not be payable and such benefit shall not be made, provided or commenced 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. Lump sum payments If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall be made, without interest, as soon as administratively practicable following the sixinclude a catch-month delay. Any installments up payment covering amounts that would otherwise due have been paid during the six-month delay shall be paid in a lump sum, without interest, as soon as administratively practicable following period but for the six-month delayapplication of this provision, and the remaining balance of the installments shall be paid 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 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 the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the original schedulepresumptions set forth in Treasury Regulation Section 1.409A-l(h). For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.[Signature Page Follows]

Code Section 409A. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.a Change in Control or the Executive’s 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 be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee, any such 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 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. It This Agreement is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything 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 the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or appropriate to avoid the contrary, in the event any payment imposition of additional taxes or benefit hereunder is determined to constitute nonqualified deferred compensation subject penalties on Executive pursuant to Section 409A, then 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the extent necessary Code. In the case of any reimbursement payment that is required to comply with Section 409Abe made promptly under this Agreement, such payment or benefit shall not will 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 made in all instances no later than December 31 of the calendar year following the six-month delay. Any installments otherwise due during calendar year in which 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 scheduleobligation to make such reimbursement arises. For purposes of Section 409A409A of the Code, the Executive’s right to a series of receive installment payments shall pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. Each separate payment in To the series of separate payments extent that reimbursements or other in-kind benefits under this letter constitute nonqualified deferred compensation, (x) all expenses or other reimbursements hereunder 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive made on or before prior to the last day of the taxable year following the taxable year in which the expense was such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and the amount of (z) no such reimbursement, expenses eligible for reimbursement (and reimbursement, or in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The Company makes no representations Notwithstanding the foregoing, if any payments or warranties that the payments provided benefits under this Agreement comply withbecome subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or are exempt frombenefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of 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 be deemed to occur only if it is a “separation from service” as such term is defined under Section 409A409A of the Code, and in no event references to “termination,” “termination of employment,” or like terms shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.mean a “separation from service.”

Code Section 409A. It is intended that any amounts payable under this Agreement will be exempt from or comply with Code the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A”), to the extent applicable. This and this Agreement shall will be administered interpreted in a manner consistent with this intent, that will preclude the imposition of additional taxes and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with interest imposed under Code Section 409A. Notwithstanding anything in this This Agreement to will be amended (as determined by the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then Company) to the extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, “termination of employment” will have the same meaning as “separation from service” as defined in Code Section 409A. Further, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to be a “specified employee” within the meaning of Code Section 409A, and if any of the payments upon separation from service set forth herein are deemed to be “deferred compensation,” then, to the extent required for compliance with Code Section 409A, such payment or benefit shall payments will not be made, provided or commenced until six months after commence prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s separation from serviceservice with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Code Section 409A (hereinafter, the “Delayed Commencement Date”). Lump sum On the Delayed Commencement Date, the Company will pay all 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 delayed pursuant to this paragraph to Executive in a lump sum, without interest, and any remaining payments due will be paid as soon as administratively practicable following the six-month delay, and the remaining installments otherwise provided herein. No interest shall be paid in accordance with the original scheduledue on any amounts so deferred. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in In no event shall the Company whatsoever will Delcath be liable for any portion of any taxesadditional tax, penaltiesinterest, interest or other expenses penalty that may be incurred imposed on you by Executive on account of non-compliance Code Section 409A or damages for failing to comply with Code Section 409A.

Code Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”)) and, accordingly, to the maximum extent applicable. This permitted, this Agreement shall be administered interpreted to be in a manner consistent compliance therewith. If the Executive notifies the Company (with this intent, and specificity as to the reason therefore) that the Executive believes that any provision that of this Agreement would cause this Agreement the Executive to fail to satisfy incur any additional tax or interest under Code Section 409A shall have no force and the Company concurs with such belief or effect until amended the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. Notwithstanding anything To the extent that any provision hereof is modified in this Agreement order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the contrarymaximum extent reasonably possible, in maintain the event original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. If the Executive is deemed on the date of “separation from service” to be a “specified Executive” within the meaning of such terms under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit hereunder that is determined to constitute nonqualified deferred compensation specified as subject to this Section 409A, then to the extent necessary to comply with Section 409A11.1, such payment or benefit shall not be made, made or provided or commenced until at the date which is the earlier of (A) the expiration of the six months after Executive’s (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”). Lump Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11.1 (whether they would have otherwise been payable in a single sum payments shall be made, without interest, as soon as administratively practicable following or in installments in the six-month absence of such delay. Any installments otherwise due during the six-month delay ) shall be paid or reimbursed to the Executive in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Whenever a payment is to Executive be made promptly after a date, it shall be made within sixty (60) days thereafter. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not effect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Company referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which the such expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may payment to be incurred by Executive on account of non-compliance with Section 409A.reimbursed is incurred.

Code Section 409A. It The Agreement is intended that this Agreement to comply with with, or be exempt from, Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and 409A. Executive acknowledges that if any provision that of the Agreement (or of any award of compensation or benefits) would cause this Agreement Executive to fail to satisfy Section 409A shall have no force incur any additional tax, interest or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 penalties under Code Section 409A, such payment additional tax, interest or benefit penalties shall not solely be made, provided or commenced until six months after Executive’s separation from serviceresponsibility. 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 Pursuant to Code Section 409A, any reimbursement of expenses made under the right Agreement (including payments related to a series health and dental expenses under Sections 5 through 7), shall only be made for eligible expenses incurred during the Term of installment payments Employment, and no reimbursement of any expense shall be treated as a right to a series of separate payments. Each separate payment in made by 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day Company after December 31st of the year following the calendar year in which the expense was incurred and incurred. The amount eligible for reimbursement under the amount of Agreement during a taxable year may not affect expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent other taxable year, and the right to reimbursement under the Agreement is not subject to liquidation or exchange for another benefit. The Company makes no representations or warranties that the payments provided For purposes of Code Section 409A, each payment under this Agreement comply with, or are exempt from, shall be deemed to be a separate payment. Except as permitted under Code Section 409A, and in no event shall any deferred compensation (within the meaning of Code Section 409A) payable to Executive under the Agreement may not be reduced by, or offset against, any amount owing by Executive to the Company or any of its Affiliates. Notwithstanding anything in this Agreement or elsewhere to the contrary, payments and benefits provided upon the termination of Executive’s employment with the Company or any of its Affiliates may only be liable for made upon a “separation from service” as determined under Code Section 409A. Notwithstanding any portion provision in the Agreement to the contrary, if the payment or provision of any payment or benefit herein would be subject to additional taxes, penaltiespenalties and interest under Code Section 409A because the timing of such payment or benefit is not delayed as provided in Code Section 409A for a “specified employee” (within the meaning of Code Section 409A), then if Executive is a “specified employee,” any such payment or benefit that Executive would otherwise be entitled to receive during the first six months following the Termination Date shall be accumulated and paid or provided, as applicable, within ten days after the date that is six months following the Termination Date, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes, penalties and interest or other expenses that may be incurred by Executive on account such as upon the death of non-compliance with Section 409A.Executive.

Code Section 409A. It is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision. Notwithstanding any provision in the event any payment this Agreement or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then elsewhere to the extent necessary to comply with contrary, if Executive is a “specified employee” within the meaning of Section 409A409A of the Code, such payment any payments or benefit 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 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 not be made, delayed and paid or provided or commenced until on the earlier of (i) the date which is six (6) months after Executive’s separation from serviceservice (as such term is defined in Treas. Lump 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 shall be made, without interest, as soon as administratively practicable following the and/or benefits Executive would have received during such six-month delayperiod if no such payment delay had been imposed), and (ii) the date of Executive’s death. Any installments otherwise due during Notwithstanding anything in this Agreement or elsewhere to the six-month delay contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date 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 Date of Termination for purposes of Section 409A, the right to a series of installment payments this Agreement. Each payment under this Agreement or otherwise 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 Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment is subject to, to be made under this Agreement or exempt from compliance with, 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. Notwithstanding anything in 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to the contraryExecutive, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable any reimbursement payment due to Executive under this Agreement shall be paid to Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred incurred; provided, that Executive has provided the Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any such reimbursements that Executive receives in one taxable year may shall not effect amounts reimbursable or provided affect the amount of such reimbursements that Executive receives in any subsequent other taxable year. The Company makes Notwithstanding any of the foregoing to the contrary, the Companies and their respective officers, directors, employees or agents make no representations or warranties guarantee that the payments provided under terms of this Agreement complies with, or is exempt from, the provisions of Code Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or are be exempt from, the provisions of Code Section 409A, and 409A. Executive shall have no legally binding right to any distribution or payment made to Executive in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.error.

Code Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”)) and, accordingly, to the maximum extent applicable. This permitted, this Agreement shall be administered interpreted to be either exempt from or in a manner consistent with this intentcompliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, and any provision interest or penalty that would cause this Agreement to fail to satisfy may be imposed on Executive by Code Section 409A shall have no force or effect until amended damages for failing to comply with Code Section 409A. Notwithstanding anything in this Agreement any other payment schedule provided herein to the contrary, in if Executive is deemed on the event date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment or benefit hereunder under Section 1 that is determined to constitute nonqualified considered deferred compensation subject to under Code Section 409A409A payable on account of a “separation from service” shall not be made 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, then and (ii) the date of Executive’s death (the “Delay Period”) to the extent necessary required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to comply with this 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 1(d) shall be paid to Executive in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the all remaining installments payments due under this Agreement shall be paid or provided in accordance with the original schedulenormal payment dates specified for them herein. 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” (within the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, the Executive’s right to a series of receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct 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 any other provision to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be paid to Executive on or before the last day provided no later than December 31 of the year following the year in which the expense was incurred and incurred, the amount of any expenses eligible for reimbursement (and reimbursed or in-kind benefits provided to Executive) during any in one year may shall not effect amounts reimbursable affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent yearyear (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. The Company makes no representations or warranties Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the payments provided meaning of Section 409A) due under this Agreement comply withas a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are exempt from, conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in no event shall the Company be liable for any portion case of any taxespayments subject to clause (B) of this Section 1(d), penaltieson the first payroll period to occur in the subsequent taxable year, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.if later.

Code Section 409A. It is intended that The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, 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 the Restricted Stock Units granted to the Participant qualify for exemption from or 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 (“and makes no undertaking to preclude Code Section 409A”), 409A from applying to the extent applicableRestricted Stock Units. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the contraryCompany or any affiliate based on matters covered by Code Section 409A, in including the event tax treatment of any payment amount paid or benefit hereunder 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 determined otherwise not exempt from, and therefore deemed to constitute nonqualified be deferred compensation subject to to, Code Section 409A, then to and if the extent necessary to comply with Participant is a “Specified Employee” (within the meaning set forth Code Section 409A, such payment or benefit shall not be made, provided or commenced until six months after Executive409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service. Lump sum payments shall service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made, without interest, as soon as administratively practicable following made upon the six-month delay. Any installments otherwise due during date of the six-month delay shall separation from service or within the first six months thereafter will not be paid made on the originally scheduled dates and will instead be issued in a lump sumsum on the date that is six months and one day after the date of the separation from service, without interest, as soon as administratively practicable following with the six-month delay, and balance of the remaining installments shall be paid shares issued thereafter in accordance with the original schedule. For purposes of Section 409Avesting and issuance schedule set forth in this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment but if and only if such delay in the series 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 payments shall be analyzed separately payment” for purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements of Treasury Regulation 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.1.409A-2(b)(2).

Code Section 409A. It is Payments made pursuant to this Plan and the Agreement are intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force qualify for an exemption from or effect until amended to comply with Section 409A. Notwithstanding anything 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 contraryCompany 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 Participant shall have no recourse against the Company or any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, 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 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 to 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 event 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 any payment or benefit hereunder is determined to constitute nonqualified under this Agreement constitutes deferred compensation subject to (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 extent necessary to comply with required by Section 409A, such payment or benefit shall not no payments due under this Agreement may be made, provided or commenced made until six months after Executivethe earlier of: (i) the first day of the seventh month following the Participant’s separation from service. Lump sum , or (ii) the Participant’s date of death; provided, however, that any payments shall be made, without interest, as soon as administratively practicable following the delayed during this six-month delay. Any installments otherwise due during the six-month delay period shall be paid in the aggregate in a lump sum, without interest, as soon as administratively practicable following on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year seventh month following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Participant’s separation from service.

Code Section 409A. It is intended that This Agreement and the benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with Section 409A. Notwithstanding anything in this Agreement to the contrarywith, in 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 otherwise not be madeexempt from, 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 provisions of Section 409A, it shall be modified and given effect, in the right sole discretion of the Board and without requiring your consent, in such manner as the Board determines to a series of installment payments be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 6, the Board shall modify this Agreement in the least restrictive manner necessary. Each payment under this Agreement shall be treated as a right to a series of separate payments. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject toSection 409A. With respect to any reimbursement of expenses of, or exempt from compliance withany provision of in-kind benefits to you, the requirements as specified under this Agreement, such reimbursement of Section 409A. Notwithstanding anything in this Agreement expenses or provision of in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.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 be payable only after your “separation from service” (as determined under Treasury Regulation section 1.409A-1(b)); provided, however, that if you are a “specified employee” (as determined under Treasury Regulation section 1.409A-1(i)), 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 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. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing any payment or benefit hereunder is determined due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. With respect to constitute nonqualified deferred compensation any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) 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 409A, then 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to the extent necessary to comply with Section 409A, such payment reimbursement or in-kind benefit shall not be madesubject to liquidation or exchange for another benefit. If a payment obligation under this Agreement arises on account of a Control Change Date or the occurrence of a Control Change Date or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), provided after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Control Change Date constitutes a Control Change Event or commenced until after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee, any such payment that are scheduled to be paid within six months after Executive’s separation such Separation from service. Lump sum payments Service shall be made, accrue without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due during the six-month delay interest and shall be paid in a single lump sum, without interest, as soon as administratively practicable following sum on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year 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 year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.’s death.

Code Section 409A. It is Payments made pursuant to this Plan and the Agreement are intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force qualify for an exemption from or effect until amended to comply with Section 409A. Notwithstanding anything any 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 contraryCompany 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 Participant shall have no recourse against the Company or any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, 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 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 to 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 event 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 any payment or benefit hereunder is determined to constitute nonqualified under this Agreement constitutes deferred compensation subject to (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 extent necessary to comply with required by Section 409A, such payment or benefit shall not no payments due under this Agreement may be made, provided or commenced made until six months after Executivethe earlier of: (i) the first day of the seventh month following the Participant’s separation from service. Lump sum , or (ii) the Participant’s date of death; provided, however, that any payments shall be made, without interest, as soon as administratively practicable following the delayed during this six-month delay. Any installments otherwise due during the six-month delay period shall be paid in the aggregate in a lump sum, without interest, as soon as administratively practicable following on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year seventh month following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent yearParticipant’s separation from service. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.7.

Code Section 409A. It is intended that any income or payments to Executive provided pursuant to this Agreement comply with Code or other agreements or arrangements contemplated by this Agreement (including, without limitation, the award agreements relating to the Initial Grant, Inducement Grant, and Signing Bonus Grant) (any such income or payments being referred to as “Payments”) will not be subject to the additional tax and interest under Section 409A (a “Section 409A409A Tax”). The provisions of the Agreement and such other agreements or arrangements will be interpreted and construed in favor of complying with any applicable requirements of Section 409A necessary in order to avoid the imposition of a Section 409A Tax. The Company, Employee Group and Executive agree to amend (including retroactively) the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force such other agreements or effect until amended to comply with Section 409A. Notwithstanding anything arrangements in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary order to comply with Section 409A, such payment including amending to facilitate the ability of Executive to avoid the imposition of, or benefit reduce the amount of, any Section 409A Tax. The Company, Employee Group and Executive shall reasonably cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be madeunreasonably withheld by either party. Notwithstanding the foregoing, provided if any Payments due or commenced until six months made to Executive after Executive’s separation from service. Lump sum payments his Date of Termination are subject to a Section 409A Tax, then Executive shall be madeentitled to receive a gross-up payment (a “Section 409A Gross-Up Payment”) in an amount equal to (A) the Section 409A Tax on any such Payments, without interestplus (B) any federal, 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 delaystate, and local income taxes and penalties, employment taxes (including FICA) or other taxes payable by Executive with respect to the remaining installments shall be paid Section 409A Gross-Up Payment, in accordance with order to put Executive in the original schedule. For purposes same position he would have been in if the Section 409A Tax provisions of Section 409A409A did not apply; provided, however, that the right Company and the Employee Group shall only be responsible to make a series Section 409A Gross Up Payment with respect to the Section 409A Tax on Payments made (i) in contravention of installment payments the terms of this Agreement or other agreements or arrangements contemplated by this Agreement as in effect on the Date of Termination or (ii) in contravention or violation of any Section 409A guidance or authority that is promulgated or effective after the Date of Termination; further provided, that the Company and Employee Group shall not be treated as responsible to make a right Section 409A Gross-Up Payment with respect to the Section 409A Tax on the Payments if after a series reasonable request by the Company or Employee Group to Executive, Executive refuses or fails to make an election to alter the form and/or timing of separate payments. Each separate payment any Payment (including by amending this Agreement or other agreements or arrangements contemplated by this Agreement pursuant to this Section 6.15) that could reasonably be expected to result in the series avoidance of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements any amount of Section 409A. Notwithstanding anything in this Agreement to the contrary, 409A Tax while minimizing (to the extent required reasonably practicable) the delay in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided such Payment to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) 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 as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive 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) the right to reimbursement or in-kind benefits shall not be 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. 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 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 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 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”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 to the extent applicable. This contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with this intentsuch intentions. In addition, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to if Executive is a “specified employee,” within the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to meaning of Code Section 409A, then to the extent necessary to comply with avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such payment or benefit amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from 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 madepaid to Executive during such period, provided or commenced until but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the date that is six (6) months after following 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 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It is intended The parties intend that this Agreement will qualify for any available exceptions from coverage under, or otherwise comply with with, Code Section 409A (“Section 409A”and the regulations or other applicable guidance), to the extent applicable. This Agreement and it shall be administered in a manner consistent with this intent, interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in of this Agreement to the contrary, (a) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then this Agreement to the extent necessary to comply with Section 409A, such payment Termination Date or benefit shall not be made, provided or commenced until six months after other termination of Executive’s employment are intended to mean Executive’s “separation from service. Lump sum payments ” within the meaning of Code Section 409A(a)(2)(A)(i), and (b) each payment made under this Agreement shall be made, without interest, treated 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, separate payment and the remaining installments shall be paid in accordance with the original schedule. For purposes of Section 409A, the right to a series of installment payments under this Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments. Each separate payment in In addition, if Executive is a “specified employee” within the series meaning of separate payments shall be analyzed separately for purposes Code Section 409A at the time of determining whether such payment is subject toExecutive’s separation from service, or exempt from compliance with, the requirements of Section 409A. Notwithstanding anything in this Agreement to the contrary, then to the extent required in order necessary to avoid accelerated taxation and/or subjecting Executive to the imposition of any additional taxes tax under Code Section 409A, amounts reimbursable that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A, any such reimbursements or in-kind benefits shall be paid to Executive on or before in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Notwithstanding the last day foregoing, no provision of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement shall be interpreted or construed to transfer any liability for failure to comply with, with Section 409A from Executive or are exempt from, Section 409A, and in no event shall any other individual to the Company be liable for or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.its affiliates.

Code Section 409A. It is intended that To the extent any provision of this Agreement comply with or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A (“Section 409A”), it shall be deemed null and void, to the extent applicablepermitted by law and deemed advisable by the Company. This Agreement shall Payments under this agreement are intended to be administered in a manner consistent exempt from Code Section 409A, and, if not exempt, to be compliant with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with the requirements of Code Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 provision of 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 any payments are part of a plan or agreement that is subject to avoid accelerated taxation and/or additional taxes under Code Section 409A and such payments are payable on termination of employment (or other similar concept), such payments shall only be made if the payment triggering event also constitutes a “separation from service” within the meaning of Code Section 409A. In addition, if (A) the Company has any class of equity securities traded on a stock exchange and (B) Executive is a “specified employee” (as that phrase is used for purposes of Code Section 409A) as of the date of Executive’s “separation from service,” any payment that is subject to Code Section 409A and is payable by reason of Executive’s “separation from service,” such payment shall not be made prior to the first day of the seventh (7th) calendar month following the date of Executive’s “separation from service” or the date of Executive’s death, if earlier. For purposes of Code Section 409A, amounts reimbursable all installment payments of deferred compensation made hereunder, or pursuant to Executive another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement shall be paid are subject to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (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 provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for does not guarantee that any portion such benefits will satisfy the provisions of Code Section 409A or any taxes, penalties, interest or other expenses that may be incurred by Executive on account provision of non-compliance with Section 409A.the Code.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with Code the provisions of Section 409A (“Section 409A”), to of the extent applicableCode. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall of the Code will have no force or and effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then therewith (which amendment may be retroactive to the extent necessary permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A409A of the Code, such payment or benefit including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be made, provided or commenced until six months after Executive’s separation from servicerequired to assume any increased economic burden. 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 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 contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes tax penalties under Section 409A409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts reimbursable that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive under pursuant to this Agreement shall be paid to Executive on or before the last day construed as a separate identified payment for purposes of Section 409A of the year following the year in which the expense was incurred and the amount of Code. With respect to expenses eligible for reimbursement (and or in-kind benefits provided to Executiveunder the terms of this Agreement, (a) during any one year may not effect amounts reimbursable the amount of such expenses eligible for reimbursement or in-kind benefits provided in any subsequent taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year. The Company makes , (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no representations or warranties later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the payments right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement comply withAgreement, or are exempt from, Section 409Athe payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and in no event (c) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.another benefit.

Code Section 409A. It This Agreement is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding anything in any other provision of this Agreement, payments provided under this Agreement 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 contrarymaximum extent possible. For purposes of Section 409A, in the event 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 employment that are considered “nonqualified deferred compensation” for purposes of Section 409A shall only be made upon a “separation from service” under Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit hereunder provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation subject compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A409A(a)(2)(b)(i), then to the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced paid until six months after Executive’s separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable the first payroll date to occur following the six-month delayanniversary of the date of your termination of employment or, if earlier, on your death (the “Specified Employee Payment Date”). Any installments The aggregate of any payments that would otherwise due during have been paid before the six-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 delay of your termination of employment shall be paid to you in a lump sumsum on the Specified Employee Payment Date and thereafter, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments payments shall be paid without delay in accordance with the their original schedule. For purposes of To the extent required by 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, each reimbursement 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, amounts reimbursable to Executive in-kind benefit provided under this Agreement shall be provided in accordance with the following (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to Executive you on or before the last day of the calendar year following the calendar year in which the expense was incurred incurred; and the amount of expenses eligible for reimbursement (and c) any right to reimbursements or in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, shall not be subject to liquidation or are exempt from, Section 409A, and in no event shall the Company be liable exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.another benefit.

Code Section 409A. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the Committee shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with the Executive’s 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 be payable only after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee, any such payment that is required to be delayed under Section 409A.409A(a)(2)(B)(i) of the 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, 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. It With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) 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 as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive 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) the right to reimbursement or in- kind benefits shall not be 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. 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 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 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 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”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 to the extent applicable. This contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with this intentsuch intentions. In addition, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to if Executive is a “specified employee,” within the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to meaning of Code Section 409A, then to the extent necessary to comply with avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, such payment or benefit amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from 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 madepaid to Executive during such period, provided or commenced until but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the date that is six (6) months after following 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 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It is This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Section 409A of the Code, provided, however, that if this Agreement comply with Code Section 409A (“Section 409A”)and the severance pay and other benefits provided hereunder are not so exempt, to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended they are intended to comply with Section 409A. 409A of the Code to the extent applicable thereto. Notwithstanding anything in any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the event Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Code, the Company does not represent or warrant that this Agreement will comply with Section 409A of the Code or any other provision of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. If any payment or benefit hereunder reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to constitute nonqualified deferred compensation subject to be a "specified employee" under Section 409A409A of the Code, then to the extent necessary to comply with Section 409A, any such payment or benefit reimbursement, or portion thereof, shall not be made, provided delayed until the date that is the earlier to occur of (i) Executive's death or commenced until (ii) the date that is six months after Executive’s separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable and one day following the six-month delaydate of termination of Executive's Employment (the "Delay Period"). Any installments otherwise due during Upon the six-month delay expiration of the Delay Period, the payments delayed pursuant to this Section 24 shall be paid to Executive in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments payments due under this Section 24 shall be paid payable in accordance with the their original payment schedule. For purposes of Section 409A409A of the Code (including, the without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to a series of receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments. Each payments and, accordingly, each such installment payment shall at all times be considered a 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.distinct payment.

Code Section 409A. It This Agreement is intended that this Agreement to comply with Code the requirements of Section 409A (“of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A”)409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause Each payment under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 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 Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment is subject to, or exempt from compliance with, to be made under this Agreement. If the requirements Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A. Notwithstanding anything in this Agreement to 409A of the contraryCode, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, such amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day personal representative of the year following Executive’s estate within thirty (30) calendar days after the year in which date of the expense was incurred and the amount of expenses eligible for reimbursement (Executive’s death. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in any subsequent year. The accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply with, be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). The Company be liable for may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any portion diminution in the value of any taxesthe payments to the Executive, penaltiesin order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, interest or other expenses that may be incurred by so as to avoid the imposition of taxes and penalties on the Executive on account pursuant to Section 409A of non-compliance with Section 409A.the Code.

Code Section 409A. It This Agreement is intended that this Agreement to comply with Code the requirements of Section 409A (“of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A”)409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause Each payment under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 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 Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment is subject to, or exempt from compliance with, to be made under this Agreement. If the requirements Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A. Notwithstanding anything in this Agreement to 409A of the contraryCode, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, such amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day personal representative of the year following Executive's estate within thirty (30) calendar days after the year in which date of the expense was incurred and the amount of expenses eligible for reimbursement (Executive's death. All reimbursements and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in any subsequent year. The accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company makes no representations or warranties that the payments provided under this Agreement comply with, be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or are exempt from, Section 409A, provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be liable determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for any portion in Section 7872(f)(2)(A) of any taxesthe Code, penalties, interest or other expenses that may be incurred by Executive on account the first business day which is more than six (6) months following the Date of non-compliance with Section 409A.Termination.

Code Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement comply with Code or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”)) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from Section 409A or in compliance therewith, as applicable. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” All reimbursements as 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 you. Notwithstanding any other section of this Agreement, if you are a "Specified Employee" at the time of your Separation from Service, payments or distribution of property to you provided under this Agreement, to the extent applicable. This Agreement considered amounts deferred under a non-qualified deferred compensation plan (as defined in Section 409A) shall be administered in a manner consistent with this intent, deferred until the six month anniversary of such Separation from Service and any provision all such amounts that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to been paid during such period but for the contrary, in 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 deferral shall be paid in a lump sum, without interest, as soon as administratively practicable following immediately upon the six-six month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes anniversary of 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 Separation from compliance with, the requirements of Section 409A. Notwithstanding anything in this Agreement to the contrary, Service to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.409A and Treas. Reg. Section 1.409A-3(i)(2).

Code Section 409A. It is intended that this Agreement comply with Code Section 409A (“Section 409A”), to To the extent applicable. This , this Agreement shall be administered interpreted in a manner consistent accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this intent, and Agreement. Notwithstanding any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in of this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), then 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 determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the extent necessary to RSUs, or (b) comply with the requirements of Section 409A409A of the Code and related Department of Treasury guidance; provided, such payment or benefit however, that this Section 15 shall not be madecreate any obligation on the part of the Company, provided the Partnership or commenced until six months after Executive’s separation from service. Lump sum payments shall be madeany Subsidiary to adopt any such amendment, 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 schedulepolicy or procedure or take any such other action. For purposes of Section 409A409A of the Code, the any right to a series of installment payments pursuant to this Agreement 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 to the contrary in this Agreement to the contraryAgreement, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, no amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided Participant under this Agreement comply withduring the six-month period following the Participant’s “separation from service” to the extent that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or are exempt fromsuch earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses shall pay to the Participant in a lump-sum all amounts that may be incurred by Executive on account of nonwould have otherwise been payable to the Participant during such six-compliance with Section 409A.month period under this Agreement.

Code Section 409A. It is intended that this Agreement comply To the extent applicable and notwithstanding any other provision of the Plan, the Plan and Award Agreements hereunder shall be administered, operated and interpreted in accordance with Code Section 409A, including, without limitation, any regulations or other guidance that may be issued after the date on which the Board approves the Plan; provided, however, that, in the event that the Committee determines that any amounts payable hereunder may be taxable to a Grantee under Code Section 409A prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) adopt such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder, and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A. The Company and its Subsidiaries make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary, if any Award, payments or other amounts due to a Grantee (or his or her beneficiaries, as applicable) results in, or causes in any manner, the application of any adverse tax consequence under Code Section 409A or otherwise to be imposed, then the Grantee (or his or her Beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its Subsidiaries shall have no obligation or liability to pay or reimburse (either directly or otherwise) the Grantee (or his or her Beneficiaries, as applicable) for, any such adverse tax consequences. In the case of any Deferred Compensation Award (in addition to Deferred Stock), the provisions of Section 10.4 relating to permitted times of settlement shall apply to such Award. If any Deferred Compensation Award is payable to a “specified employee” (within the meaning of Treasury Regulations Section 409A”1.409A-1(i)), then such payment, to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement payable due to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Grantee’s Termination of Service and not otherwise exempt from Code 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 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last date that is first day of the year following seventh (7th) month after the year in which date of such Termination of Service (or, if earlier, the expense was incurred and the amount date of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.such Xxxxxxx’s death).

Code Section 409A. It This Agreement is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 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 toexempt from, or exempt from compliance comply with, the requirements of Section 409A. Notwithstanding anything in 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the contrarymaximum extent possible, under either the separation pay exemption pursuant to the extent required in order Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to avoid accelerated taxation and/or additional taxes under Section 409ATreasury regulation §1.409A-1(b)(4), amounts reimbursable and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that whether such a separation from service has occurred shall be determined based upon a reasonably anticipated permanent reduction in the level of bona fide services to be performed to no more than 20% (or 49% if Executive shall no longer serve as an officer of the Employers) of the average level of bona fide services provided to the Employers in the immediately preceding 36 months. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that constitutes deferred compensation under Section 409A of the Code and is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Executive’s separation from service or (B) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive on or before within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the expense was incurred and reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement (and reimbursement, or in-kind benefits provided benefit to Executive) be provided, during any one year may not effect amounts reimbursable or provided in any subsequent other calendar year. The Company makes no representations right to any reimbursement or warranties that the payments provided under in-kind benefit pursuant to this Agreement comply with, shall not be subject to liquidation or are exempt from, Section 409A, and in no event shall the Company be liable exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.benefit.

Code Section 409A. It If the Employee is intended that this Agreement comply with Code a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986 (as amended the “Section 409ACode”), then any amounts payable to the Employee under this Section 4 during the first six months and one day following the date of termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) shall not be paid until the date that is six months and one day following such termination to the extent applicable. This Agreement necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so deferred, the first payment shall be administered in a manner consistent an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination if such deferral had not been required. Furthermore, this Agreement is intended to comply with this intentSection 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, the Company, in the exercise of its sole discretion and without the consent of the Employee, may amend or modify this Agreement in any manner in order to meet the requirements of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Treasury Department guidance. Any provision of this Agreement that would cause this Agreement the payment of any benefit to fail to satisfy Section 409A of the Code shall have no force or and effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement 409A of the Code (which amendment shall be retroactive to the contraryextent permitted by the Code or any regulations or rulings thereunder). Specifically but without limiting the foregoing, payment under Section 1.2 shall be made only in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to that 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 termination of employment constitutes a “separation from service. Lump sum payments ” within the meaning of Section 409A(a)(2)(A)(i) of the Code and in the event that the Company determines that a “separation from service” has not occurred, any payment due hereunder 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 Section 409A, the right to a series of installment payments shall be treated deferred until such time 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 “separation 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.service” has occurred.

Code Section 409A. It is intended that For purposes of this Agreement comply Agreement, a termination of employment will be determined consistent with Code the rules relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause payments provided under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply in connection with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to Executive’s termination of employment constitute nonqualified deferred compensation subject to Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Executive’s separation from service from the Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent necessary required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. 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. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of 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 madedeemed a short-term deferral, 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 even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 409A, 1.409A-2(b)(2) of the right to a series of installment payments shall be treated Treasury Regulations. Except 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 contraryotherwise expressly provided herein, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, 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 paid to Executive on or before reimbursed after the last day of the calendar year following the calendar year in which the expense was Executive incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409Asuch expenses, and in no event shall any right to reimbursement or the Company be liable for any portion provision of any taxes, penalties, interest in-kind benefit be subject to liquidation or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.exchange for another benefit.

Code Section 409A. It For purposes of payments of "deferred compensation" hereunder within the meaning of Code Section 409A, "termination of employment" or simply "termination" hereunder shall only be deemed to have occurred on the date Company and Employee reasonably anticipate that (i) the Employee will not perform any further services for Company or any other entity considered a single employer with Company under Section 414(b) or (c) of the Code (that broader group referred to in this definition as the "EMPLOYER GROUP"), or (ii) the level of bona fide services performed after that date (as an employee or independent contractor, except that service as a member of the board of an Employer Group entity is intended that not counted unless termination benefits under this Agreement comply are aggregated with Code Section 409A benefits under any other Employer Group plan or agreement in which Employee also participates as a director) will permanently decrease to less than 50% of the average level of bona fide services performed over the previous 36 months (“Section 409A”or if shorter over the duration of service). The Employee will not be treated as having a incurred a termination while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Employee has a reemployment right with Company by statute or contract. If a bona fide leave of absence extends beyond six months, a termination will be deemed to occur on the first day after the end of such six month period, or on the day after the Employee's statutory or contractual reemployment right lapses, if later. The Board will determine whether a termination has occurred based on all relevant facts and circumstances, in accordance with the "separation form service" definition in Treasury Regulation ss.1.409A-1(h) or any successor guidance thereto. In all other respects, to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and that the parties reasonably determine that any provision that would cause compensation or benefits payable under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation are subject to Section 409A409A of the Code, 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 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, amounts reimbursable to Executive under this Agreement shall be paid operated, construed and interpreted in such a way so as not to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible subject Employee to excise taxes for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.violation thereof.

Code Section 409A. It A payment of any amount or benefit that is intended that this Agreement comply with Code (i) subject to Section 409A, and (ii) to be made because of a termination of employment shall not be made unless such termination is also a “separation from service” within the meaning of Section 409A (and the regulations promulgated thereunder and, for purposes of any such provision of the Agreement, references to a “Section 409A”), to termination,” “termination of employment” or like terms shall mean “separation from service” within the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with meaning of Section 409A. Notwithstanding anything in any provision of this Agreement to the contrary, if at the time of Employee’s “separation from service” Employee is a “specified employee” (as defined under Section 409A), then to the extent that any amount to which Employee is entitled in the event any payment or benefit hereunder connection with his separation from service is determined to constitute nonqualified deferred compensation subject to Section 409A, then payments of such amounts to which Employee would otherwise be entitled during 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 (6) month period following the separation from service. Lump sum payments shall service will 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 accumulated and paid in a lump sum, without interest, as soon as administratively practicable following sum on the six-earlier of (i) the first day of the seventh month delay, and after the remaining installments shall be paid in accordance with date of the original schedule. For purposes of 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 toseparation from service, or exempt from compliance with, (ii) the requirements date of Employee’s death. This paragraph shall apply only to the extent required to avoid Employee’s incurrence of any additional tax or interest under Section 409A. 409A or any regulations or Treasury guidance promulgated thereunder. Notwithstanding anything in any provision of this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes that any payment under the terms of this Agreement would constitute an impermissible acceleration or deferral of payments under Section 409A409A or any regulations or Treasury guidance promulgated thereunder, amounts reimbursable to Executive or under the terms of any applicable plan, program, arrangement or policy of the Employer, such payments shall be made no earlier or later than at such times allowed under Section 409A or the terms of such plan, program, arrangement or policy. If any provision of this Agreement (or of any award of compensation) would cause Employee to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, Prosperity may reform such provision; provided that Prosperity shall be paid (i) maintain, to Executive on or before the last day maximum extent practicable, the original intent of the year following applicable provision without violating the year in which provisions of Section 409A and (ii) notify and consult with Employee regarding such amendments or modifications prior to the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion effective date of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.such change.

Code Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement comply with Code with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”)) and, accordingly, to the maximum extent applicable. This permitted, this Agreement shall be administered interpreted to be in a manner consistent with this intent, and compliance therewith. Notwithstanding any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in of this Agreement to the contrary, in the event that Executive is a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by Employer as in effect on the date of termination of Executive’s employment) (a “specified employee”), any payment payments or benefit hereunder is determined to constitute nonqualified benefits that are considered non-qualified deferred compensation subject to Code 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 409A payable under this Agreement on account of a “separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable ” during the six (6) month period immediately following the six-month delay. Any installments otherwise due during the six-month delay separation from service shall instead be paid in a lump sumon the first business day after the date that is six (6) months following Executive’s “separation from service” within the meaning of Code Section 409A or, without interestif earlier, as soon as administratively practicable following the six-month delay, and the remaining installments shall be paid in accordance with the original scheduleupon Executive’s death. For purposes of Code Section 409A, the Executive’s right to a series of receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Each separate In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. References to termination of employment and similar terms in Paragraph 6 of this Agreement shall mean a “separation from service” within the series meaning of separate Code Section 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits that are considered non-qualified deferred compensation subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.occurred.

Code Section 409A. It is intended To the extent applicable, the parties intend that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered interpreted and construed in a manner consistent with this intentthe applicable provisions of Code Section 409A, and including any provision that would cause regulations or other guidance promulgated thereunder. For purposes thereof: (a) each payment under this Agreement shall be treated as a separate payment; (b) the exclusions for short-term deferrals and payments on account of involuntary termination of employment shall be applied to fail the fullest extent applicable; (c) payments to satisfy be made upon a termination of employment or on account of Executive’s Separation Date that are deemed to constitute deferred compensation within the meaning of Code Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement be made upon Executive’s “separation from service” as determined thereunder; (d) any reference herein to the contrary, in termination of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be deemed to refer to the event any payment or benefit hereunder date of his “separation from service” within the meaning of Code Section 409A; (e) if Executive is determined to constitute nonqualified deferred compensation subject to a “specified employee” within the meaning of Code Section 409A, then payments that are deemed to constitute deferred compensation within the extent necessary to comply with meaning of Code Section 409A, such payment or benefit shall not be made, provided or commenced until six months after 409A and that are payable on account of Executive’s separation from service. Lump sum payments , shall be made, without interest, delayed for six months 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 required under Code Section 409A, the right to a series of installment payments and shall be treated as a right to a series made when first permitted, without liability for interest or loss 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 investment opportunity thereon; (f) with respect to the contrary, to deemed “deferred compensation” within the extent required in order to avoid accelerated taxation and/or additional taxes under meaning of Code Section 409A, amounts reimbursable all reimbursements and in-kind payments to Executive under this Agreement be provided hereunder during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (g) any reimbursement of an eligible expense shall be paid to Executive on or before made promptly after proper substantiation of such expenses, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred and the amount of expenses eligible for right to reimbursement (and or in-kind benefits provided shall not be subject to Executive) during any one year may not effect amounts reimbursable liquidation or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable exchange for any portion of other benefit; and (h) any taxes, penalties, interest or other expenses amount due hereunder that may be incurred by Executive on account paid in one of non-compliance with Section 409A.two calendar years shall be paid in the second such year.

Code Section 409A. It is intended that any amounts payable under this Agreement and the Employer’s and Employee’s exercise of authority or discretion hereunder shall be exempt from or comply with Code Section 409A of the Code (“Section 409A”), including the Treasury regulations and other published guidance relating thereto) so as not to subject Employee to the extent applicablepayment of any interest or additional tax imposed under Section 409A of the Code. This Agreement shall be administered in a manner consistent with In furtherance of this intent, and (a) for any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force amount payable in two or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrarymore installments, in 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 Section 409A, the right to a series of each installment payments shall be treated as a right separate payment, (b) if, due to a series the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of separate payments. Each separate payment or the commencement of such payments thereof must be delayed for six months following Employee’s separation from service 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, order to meet the requirements of Section 409A. Notwithstanding anything 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in this Agreement to the contrary, to the extent required a first taxable year and ends in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement a second taxable year shall be paid in the second taxable year. With regard to Executive any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Employer referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which such expense or other payment to be reimbursed is incurred. To the expense was incurred extent that any Treasury regulations, guidance or changes to Section 409A would result in the Employee becoming subject to interest and additional tax under Section 409A of the amount of expenses eligible for reimbursement (Code, the Employer and in-kind benefits provided Employee agree to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under amend this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-order to bring this Agreement into compliance with Code Section 409A.

Code Section 409A. It is This Agreement and the Award are intended that this Agreement to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), to the extent applicable. This Agreement and the Award shall be administered administered, interpreted, and construed in a manner consistent with this intent, and Section 409A or an exemption therefrom. Should any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended the Award be found not to comply with Section 409A. Notwithstanding anything in this Agreement to with, or otherwise be exempt from, the contrary, in 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 provisions of 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 provision shall be mademodified and given effect (retroactively if necessary), without interest, as soon as administratively practicable following in the six-month delay. Any installments otherwise due during sole discretion of the six-month delay shall be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delayCommittee, and without the remaining installments shall consent of the Participant, in such manner as the Committee determines to be paid in accordance with the original schedule. For purposes of Section 409A, the right necessary or appropriate 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 tocomply with, or exempt from compliance withto effectuate an exemption from, the requirements of Section 409A. Notwithstanding Without limiting the foregoing and notwithstanding anything in this Agreement contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or taxation, additional taxes or tax penalties under Section 409A, amounts reimbursable that would otherwise be payable and benefits that would otherwise be provided pursuant to Executive this Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of accelerated taxation, additional taxes or tax penalties on the Participant under Section 409A. In the event the Award under this Agreement shall is determined to be paid subject to Executive on or before Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the last day Change of Control, there occurs a change in the ownership of the year following Company, a change in the year effective control of the Company, or a change in which ownership of a substantial portion of the expense was incurred and assets of the amount Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of expenses eligible for reimbursement the immediately preceding sentence, payment will be made within sixty (and in-kind benefits provided 60) days of the earlier to Executiveoccur of (A) during any one year may not effect amounts reimbursable the applicable payment date set forth in the Notice or provided in any subsequent year. The (B) the occurrence of a permissible time or event that could trigger a payment without violating Section 409A. Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations or warranties that the payments and benefits provided under this Agreement comply with, or are exempt from, with Section 409A, 409A and in no event shall the Company or any of its Affiliated Entities be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive the Participant on account of non-compliance with Section 409A.

Code Section 409A. It This Agreement is intended that to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves nonqualified deferred compensation within the meaning of Code Section 409A, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement comply with providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A (unless such termination is also a “separation from service” within the meaning of Code Section 409A”409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are determined by the Company 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 the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder that is determined to constitute considered nonqualified deferred compensation subject to under Code Section 409A, then to the extent necessary to comply with Section 409A, 409A payable on account of a “separation from service,” such payment or benefit shall not be made, made or provided or commenced until at the date which is the earlier of the date that is immediately following the expiration of the six months after Executive’s (6)-month period measured from the date of such “separation from service” of you, and the date of your death. Lump sum 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, (a) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for Xxxxxxxx Xxxxxx November 13, 2012 another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (c) such payments shall be made, without interest, as soon as administratively practicable made on or before the last day of your taxable year following the six-month delay. Any installments otherwise due during taxable year in which 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 scheduleexpense occurred. For purposes of Code Section 409A, the your right to a series of receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. Each separate In no event may you, directly or indirectly, designate the calendar year of any payment in to be made under the series letter agreement that is considered nonqualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of separate payments receiving severance payment shall be analyzed separately for purposes overlap two calendar years, no amount of determining whether such severance 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before in the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent earlier calendar year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It is intended that Payments made pursuant to the Plan and this Agreement comply with Code Section 409A (“Section 409A”), are intended to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force qualify for an exemption from or effect until amended to comply with Section 409A. Notwithstanding anything 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 contraryCompany 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 Participant shall have no recourse against the Company or any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, 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 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 to 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 event 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 any payment or benefit hereunder is determined to constitute nonqualified under this Agreement constitutes deferred compensation subject to (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 extent necessary to comply with required by Section 409A, such payment or benefit shall not no payments due under this Agreement may be made, provided or commenced made until six months after Executivethe earlier of: (i) the first day of the seventh month following the Participant’s separation from service. Lump sum , or (ii) the Participant’s date of death; provided, however, that any payments shall be made, without interest, as soon as administratively practicable following the delayed during this six-month delay. Any installments otherwise due during the six-month delay period shall be paid in the aggregate in a lump sum, without interest, as soon as administratively practicable following on the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last first day of the year seventh month following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Participant’s separation from service.

Code Section 409A. It is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 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 contained in this Agreement to the contrary, to the maximum extent required in order to avoid accelerated taxation and/or additional taxes under Section 409Apermitted by applicable law, amounts reimbursable payable to Executive pursuant to this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall the Company be required to provide a tax gross-up payment to Executive or otherwise reimburse Executive with respect to Section 409A Penalties. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement shall be paid treated as a separate and distinct payment. Notwithstanding anything to the contrary in this Agreement, in-kind benefits 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, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive on or before as soon as administratively practicable following such submission, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and incurred. In no event shall Executive be entitled to any reimbursement payments after the amount last day of expenses eligible for reimbursement (and Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits provided and reimbursements that would result in taxable compensation income to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A..

Code Section 409A. It is intended that Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A (“Section 409A”), to the extent applicable. This The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and any provision that would cause without the Employee’s consent, amend this Agreement to fail to satisfy Section 409A shall have no force or effect until amended cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to To the extent necessary required to comply with avoid accelerated taxation and/or tax penalties under Code Section 409A409A and applicable guidance issued thereunder, such payment or benefit the Employee shall not be made, provided or commenced until six months after Executive’s deemed to have had a Termination unless the Employee has incurred a “separation from service. Lump sum payments shall ” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due payable pursuant to this Agreement during the six-month delay period immediately following the Employee’s Termination (including retirement) shall instead be paid in a lump sum, without interest, as soon as administratively practicable on the first business day after the date that is six (6) months following the six-month delayEmployee’s Termination (or upon the Employee’s death, and the remaining installments shall be paid in accordance with the original scheduleif earlier). For purposes of Code Section 409A, to the right to a series of installment extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments. Each separate payment in payments and each separately identified amount to which the series of separate payments shall be analyzed separately for purposes of determining whether such payment Employee 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, amounts reimbursable to Executive entitled under this Agreement shall be paid treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to Executive on death or before Disability (as applicable); and (iii) the last day date of the year following Employee’s Disability shall be determined by the year Company in which the expense was incurred its sole discretion. Although this Agreement and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement hereunder are intended to be exempt from or to otherwise comply with, or are exempt from, with the requirements of Code Section 409A, and in no event shall the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any portion tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with taxes pursuant to Code Section 409A.

Code Section 409A. It This Agreement is intended that this Agreement to comply with Code Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. This Agreement shall All payments to be administered in made upon a manner consistent with this intent, and any provision that would cause termination of employment under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 409A may only be made, provided or commenced until six months after Executive’s made upon a “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. ” under Section 409A. For purposes of Section 409A, each payment is a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Each separate In no event may the Officer, directly or indirectly, designate the calendar year of a payment. If any payment in conditioned on the series execution of separate payments shall be analyzed separately for purposes of determining whether such payment is the release constitutes deferred compensation 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, amounts reimbursable to Executive under this Agreement and the period for which such payment may commence spans two calendar years, the payment shall be paid in the second calendar year. Any reimbursement or payment for expenses that would constitute nonqualified deferred compensation subject to Executive on Section 409A shall be subject to the following additional rules: (i) no reimbursement or before payment of any such expense shall affect the last day Officer’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement or payment of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred incurred; and (iii) the right to reimbursement or payment shall not be subject to liquidation or exchange for any other benefit. Notwithstanding any provision to the contrary in this Agreement, in the event that at the time the Officer’s employment terminates, the Company (or any service recipient required to be aggregated with Company under Section 409A) has equity that is publicly traded (as defined in Section 409A and the amount regulations and other guidance promulgated thereunder), then if on the date of expenses eligible the Officer’s separation from service, the Officer is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) and its corresponding regulations) as determined in the sole discretion by the Company (or any successor) in accordance with the Company’s (or any successor’s) “specified employee” determination policy, then all severance benefits payable to the Officer under this Agreement that are deemed as deferred compensation subject to the requirements of Section 409A shall be postponed for reimbursement a period of six months following the Officer’s separation from service with the Company (or any successor thereto). The postponed amounts shall be paid to the Officer (without interest) in a lump sum on the first business day after the date that is six (6) months following the Officer’s separation from service with the Company (or any successor thereto). If the Officer dies during such six (6) month period and in-kind benefits provided prior to Executivepayment of the postponed amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of the Officer’s estate within sixty (60) during any one year may not effect amounts reimbursable or provided in any subsequent yeardays after the Officer’s death. The Company makes no representations or nor warranties that the payments provided Officer as to whether any amounts payable under this Agreement comply with, or are exempt from, subject to Section 409A, 409A and in no event shall the Company have any liability relating to the failure of any payment or benefit under this Agreement to be liable for any portion exempt from the requirements of Section 409A. Further, in the event that the amounts payable under this Agreement are subject to any taxes, penaltiespenalties or interest under Section 409A, interest the Officer shall be solely liable for the payment of any such taxes, penalties or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.interest.

Code Section 409A. It Although the Company does not guarantee to the Executive any particular tax treatment relating to the payments made or benefits provided to the Executive in connection with the Executive’s employment with the Company, it is intended that this Agreement comply with Code the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”), to the extent applicable. This or be exempt therefrom, and this Agreement shall be administered construed and applied in a manner consistent with this intent. However, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding notwithstanding anything in this Agreement herein to the contrary, in no event whatsoever shall the Company or any of its affiliates be liable for any tax, additional tax, interest or penalty that may be imposed on the Executive pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A. The Executive’s termination from employment must constitute a “separation from service” under Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the revocation period (assuming the Executive does not revoke this Agreement prior to the end of such period) and (b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), as and to the extent required for purposes of Code Section 409A; and provided, further, that the Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to the Company or benefit hereunder any of its subsidiaries, but only to the extent permissible under Code Section 409A. Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is determined to constitute nonqualified deferred compensation subject to Code Section 409A, then (i) reimbursement of any such expense shall be made by no later than December 31 of the calendar year immediately following the calendar year in which such expense is incurred; (ii) any right to the extent necessary to comply with Section 409A, such payment reimbursement or benefit in-kind benefits shall not be madesubject 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 commenced until six months after Executive’s separation from servicein-kind benefits to be provided, in any other taxable year. 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, Each and the remaining installments shall be paid in accordance with the original schedule. For purposes of Section 409A, the right to a series of installment payments every payment under this Agreement shall be treated as a right to receive 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, amounts reimbursable to Executive under this Agreement shall be paid treated as a right to Executive on or before receive a series of separate payments under the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent yearTreasury Regulation Section 1.409A-2(b)(2)(iii). The Company makes no representations or warranties that the payments provided Whenever a payment under this Agreement comply withspecifies a payment period with reference to a number of days, or are exempt from, Section 409A, and in no event the actual date of payment within the specified period shall be within the Company be liable for any portion sole discretion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.the Company.

Code Section 409A. It This Agreement is intended that this Agreement to comply with with, or be exempt from, Code Section 409A (“Section 409A”), to the extent applicable. This Agreement and shall be administered interpreted consistent therewith and without resulting in a manner consistent with this intent, and any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in of this Agreement to the contrary, in if Recipient is a "specified employee" within the event any meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit hereunder is determined to constitute nonqualified deferred compensation 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 Recipient’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 Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh month following the month in which the Recipient’s separation from service occurs or (ii) the 10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the extent necessary to comply with required by Code 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 any portion of the six-month delay. Any installments Aggregate Settlement Amount that otherwise due during the six-month delay shall would be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the remaining installments such first taxable year instead shall be withheld and paid in accordance with such second taxable year. Neither the original schedule. For purposes Company nor any of Section 409A, the right its Subsidiaries or affiliates shall have any liability or obligation to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment Recipient 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 event that this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may does not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are is not exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A.

Code Section 409A. It is intended that Notwithstanding any other provisions of this Agreement comply with Code Section 409A (“Section 409A”)or the Plan, to the extent applicable. This Agreement Option granted hereunder shall not be administered deferred, accelerated, extended, paid out or modified in a manner consistent with this intent, and any provision that would cause result in the imposition of an additional tax under Section 409A of the Code upon the Optionee. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Optionee to fail be subject to satisfy taxation under Section 409A shall have no force or effect until amended to comply with of the Code, the Company will make such payment on the first day that would not result in the Optionee incurring any tax liability under Section 409A. 409A of the Code. Notwithstanding anything in this Agreement herein to the contrary, if at the time of the Optionee’s termination of Employment with the Company the Optionee is a “specified employee” as defined in Section 409A of the event Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of Employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefit benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Optionee) until the date that is determined six months following the Optionee’s termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Optionee in connection with the Option (including any taxes and penalties under Section 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to constitute nonqualified indemnify or otherwise hold the Optionee (or any beneficiary) harmless from any or all of such taxes or penalties. If the Option is considered “deferred compensation compensation” subject to Section 409A, then references in this Agreement and the Plan 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 “termination of Employment” and “separation from service. Lump sum payments ” (and substantially similar phrases) shall be made, without interest, as soon as administratively practicable following mean “separation from service” within 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. meaning of Section 409A. For purposes of Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate each 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account made in respect of non-compliance with Section 409A.the Option is designated as a separate payment.

Code Section 409A. It is intended The parties agree that this Agreement shall be interpreted to comply with Code or be exempt from Section 409A of the Code (collectively “Code Section 409A”), to the extent applicable. This and all provisions of this Agreement shall be administered construed in a manner consistent with this intentthe requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, and any provision interest or penalties that would cause this Agreement to fail to satisfy may be imposed on Employee under Code Section 409A shall have no force or effect until amended any damages for failing to comply with Code Section 409A. Notwithstanding anything in 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” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the contrarydate of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), in the event then with regard to any payment or the provision of any benefit hereunder that is determined to constitute considered nonqualified deferred compensation subject to under Code Section 409A, then to the extent necessary to comply with Section 409A, 409A payable on account of a “separation from service,” such payment or benefit shall not be made, made or provided or commenced until on the date which is the earlier of (i) the expiration of the six months after Executive’s (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death (the “Delay Period”). Lump Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(a) (whether they would have otherwise been payable in a single sum payments shall be made, without interest, as soon as administratively practicable following or in installments in the six-month absence of such delay. Any installments otherwise due during the six-month delay ) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments payments and benefits due under this Agreement shall be paid or provided in accordance with the original schedulenormal payment dates specified for them herein. For purposes of Code Section 409A, the Employee’s right to a series of receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Each separate Whenever a 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, amounts reimbursable to Executive under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be paid to Executive on or before made within thirty (30) days following the last day date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Company.

Code Section 409A. It is intended that this Agreement comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement contained herein to the contrary, in 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 you shall not be made, provided or commenced until six months after Executive’s considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to you under Section 7 of this Agreement unless you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Lump sum payments For purposes of this Agreement, each amount to be paid or benefit to be provided shall be madeconstrued as a separate identified payment for purposes of Section 409A of the Code, without interestand any payments described in Section 3 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement which constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your termination of employment with the Company will be made 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” (as soon as administratively practicable following such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the six-month delaydate of your death, if you are deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Any Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 7(e) (whether they would have otherwise been payable in a single sum or in installments otherwise due during in the six-month delay absence of such deferral) shall be paid or reimbursed to you in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the any remaining installments shall payments due under this Agreement will be paid in accordance with the original schedulenormal payment dates specified for them herein. For purposes of 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 contraryIn addition, to the extent required in order to avoid accelerated taxation and/or additional taxes tax penalties under Section 409A409A of the Code, if you terminate employment after November 1st pursuant to Section 7(b) of this Agreement, amounts reimbursable that would otherwise be payable and benefits that would otherwise be provided pursuant to Executive under this Agreement shall be paid prior to Executive on or before the last day December 31st of the year following the year in which the expense was incurred and termination of employment occurs shall, subject to the amount previous sentence of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one this Section, instead be paid on the first business day following January 1st of the year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion following your termination of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.employment.

Code Section 409A. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 12, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.a Change in Control or the Executive’s 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 be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee, any such 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 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. It is intended that This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with Section 409A. Notwithstanding anything in this Agreement to the contrarywith, in 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 otherwise not be madeexempt from, 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 provisions of Section 409A, it shall be modified and given effect, in the right sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to a series of installment payments be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 6, the Board shall modify this Agreement in the least restrictive manner necessary. Each payment under this Agreement shall be treated as a right to a series of separate payments. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.the Executive’s 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 be payable only after the Executive’s Separation from Service; provided, 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 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 her death.

Code Section 409A. It is intended that this Agreement comply with Code This Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding 13 controls over anything in this Agreement to the contrary, in the event . It is intended that any payment amounts payable under this Agreement shall either be exempt from or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all regulations, guidance and other interpretive authority issued thereunder (collectively, “Section 409A”) so as not to subject the Executive to payment of any additional tax, such payment penalty or benefit interest imposed under Section 409A and this Agreement shall not be made, provided or commenced until six months after interpreted accordingly. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable following ,” within 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 meaning of Section 409A, the 409A. Any right to a series of installment payments shall pursuant to this Agreement is to be treated as a right to a series of separate payments. Each separate payment in To the series extent that the reimbursement of separate payments shall be analyzed separately for purposes any expenses or the provision of determining whether such payment any in-kind benefits under this Agreement 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, amounts reimbursable (a) the amount of such expenses eligible for reimbursement, or in-kind benefits to Executive under this Agreement be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year; (b) reimbursement of any such expense shall be paid to Executive on or before the last day made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (c) the expense was incurred and the amount of expenses eligible for reimbursement (and Executive’s right to receive such reimbursements or in-kind benefits provided shall not be subject to Executive) during any one year may not effect amounts reimbursable liquidation or provided in any subsequent yearexchange for another benefit. The If the Company makes no representations or warranties determines that the payments severance benefits provided under this Agreement comply withconstitutes “deferred compensation” under Section 409A and if the Executive is a “specified employee,” as such term is defined in Section 409A at the time of the Executive’s separation from service, or are exempt fromthen, Section 409Athe timing of the Severance Payment will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after the Executive’s separation from service, and in no event shall (b) the date of the Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to the Executive a lump sum amount equal to the sum of the Severance Payment that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance had not been delayed pursuant to the foregoing, and (ii) commence paying the balance of the Severance Payment in accordance with the applicable payment schedule set forth in Section 7. No interest shall be liable for due on any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.amounts deferred pursuant to the foregoing.

Code Section 409A. 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 the Company may, without further consent from Executive, make the minimum changes to this Agreement comply with Code 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 benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A”)409A of the Code. In the case of any reimbursement payment which is required to be made promptly under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent applicablesuch payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of 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. This Agreement A termination of employment shall be administered in deemed to occur only if it is a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in 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 such term is defined under Section 409A of 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 delayCode, and the remaining installments references to “termination,” “termination of employment,” or like terms shall be paid in accordance with the original schedule. For purposes of Section 409A, the right to mean 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 “separation 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.service.”

Code Section 409A. It is intended the intent of the parties that this Agreement comply be interpreted and administered in compliance with the requirements of section 409A of the Internal Revenue Code Section 409A of 1986, as amended (the “Section 409ACode”), ) to the extent applicable. This In this connection, the Bank will have authority to take any action, or refrain from taking any action, with respect to this Agreement shall that is reasonably necessary to ensure compliance with Code section 409A (provided that the Bank will choose the action that best preserves the value of the payments and benefits provided to Executive under this Agreement), and the parties agree that this Agreement will be administered interpreted in a manner that is consistent with this intentCode section 409A. In furtherance, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything but not in this Agreement to limitation of the contrary, foregoing: (a) in the event any payment or benefit hereunder that Executive is determined to constitute nonqualified deferred compensation subject to Section a “specified employee” within the meaning of Code 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 which constitute a “deferral of compensation” under Code section 409A and which would otherwise become due during the six-month delay shall first six (6) months following Executive’s termination of employment will be delayed and all such delayed payments will be paid in a lump sum, without interest, as soon as administratively practicable following full in the six-seventh (7th) month delayafter the Executive’s termination of employment, and the remaining installments shall all subsequent payments will be paid in accordance with their original payment schedule, provided that the original schedule. For purposes of Section above delay will not apply to any payments that are excepted from coverage by Code section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations section 1.409A-1(b)(4); (b) notwithstanding any other provision of this Agreement, a termination of Executive’s employment hereunder will mean, and be interpreted consistent with, a “separation from service” within the meaning of Code section 409A; and (c) with respect to the reimbursement of fees and expenses provided for herein, the following will apply: (i) unless a specific time period during which such expense reimbursements and tax gross-up payments may be incurred is provided for herein, such time period will be deemed to be Executive’s lifetime; (ii) the amount of expenses eligible for reimbursement hereunder in any particular year will not affect the expenses eligible for reimbursement in any other year; (iii) the right to reimbursement of expenses will not be subject to liquidation or exchange for any other benefit; and (iv) the reimbursement of an eligible expense or a series of installment payments shall tax gross-up payment will 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive made on or before the last day of the calendar year following the calendar year in which the expense was incurred and or the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year tax was remitted, as the case may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.be

Code Section 409A. It This Agreement is intended that this Agreement to comply with Code Section 409A (“Section 409A”), to the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the parties hereto agree to interpret, apply and administer this Agreement to fail to satisfy Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Section 409A. therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding anything in any other provision of this Agreement to the contrary, in if Executive is a "specified employee" within the event any meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit hereunder is determined to constitute nonqualified deferred compensation provided for in this Agreement would be subject to additional tax under Code Section 409A, then to the extent necessary to comply with Section 409A, 409A if such payment or benefit shall not be made, provided or commenced until is paid within six (6) months after Executive’s "separation from service. Lump sum payments " (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due paid (or commence) during the six-month delay shall be paid period immediately following Executive’s separation from service except as provided in a lump sumthe immediately following sentence. In such an event, without interest, as soon as administratively practicable following the any payments or benefits that would otherwise have been made or provided during such six-month delay, period and the remaining installments which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in accordance with a lump-sum cash payment on the original scheduleearlier of (i) the first regular payroll date of the seventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death. For purposes If Executive’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a "separation from service" within the right meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a series subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment payments contemplated under Section 7 hereof shall be treated as a right to separate payment in 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 under Treasury Regulation 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, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.1.409A-2(b)(2)(iii).

Code Section 409A. It is intended The Company and Executive agree that this Agreement comply with and the rights granted to Executive hereunder are intended to meet the requirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”). Accordingly, the parties agree that they shall negotiate in good faith to revise any provisions of this Agreement that might otherwise fail to meet the requirements of paragraphs (2), (3) and (4) of Section 409A (of Code. However, the Company does not guarantee any particular tax effect of payments under this Agreement, and in no event shall the Company have any obligation to “Section 409A”)gross-up” or otherwise compensate Executive with respect to any tax effect of payments under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the extent applicable. This Agreement following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be administered made no later than the end of the year after the year in a manner consistent with this intentwhich such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. “Termination of employment,” or words of similar import, and any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything as used in this Agreement to the contrarymeans, in the event for purposes of any payment or benefit hereunder is determined to constitute nonqualified payments under this Agreement that are payments of 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 defined 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. 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. Each separate 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 in or the series provision of separate any benefit that is considered nonqualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of such separation from service and (ii) the date of Executive’s death. Upon the expiration of the foregoing delay period, all payments and benefits so delayed shall be analyzed separately for purposes paid or provided or reimbursed in a lump sum. In the event of determining whether such payment is subject to, or exempt from compliance with, a conflict between the requirements terms of this Section 409A. Notwithstanding anything 16 and the terms of any other provision in this Agreement relating to payment timing, the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under terms of this Section 409A, amounts reimbursable to Executive under this Agreement 16 shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.control.

Code Section 409A. It This Section 13 applies if the Executive is intended that subject to taxation under the Code. This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Code with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the extent applicableexemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered administered, interpreted and construed in a manner consistent with this intent, and Section 409A. If any provision that would cause of this Agreement to fail to satisfy Section 409A shall have no force or effect until amended is found not to comply with with, or otherwise not be exempt from, the provisions of Section 409A. Notwithstanding anything in this Agreement to the contrary409A, it shall be modified and given effect, in the event sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing 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 due under this Agreement. Each 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 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. Each separate identified payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or exempt from compliance with, the requirements provision of Section 409A. Notwithstanding anything in this Agreement in-kind benefits shall be subject to the contrary, to following limitations: (i) the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and or the amount of in-kind benefits provided to Executive) during any in one taxable year may shall not effect amounts reimbursable affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any subsequent other taxable year. The Company makes no representations or warranties that , except for any medical reimbursement arrangement providing for the payments provided under reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement comply with, or are exempt from, Section 409A, and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall the Company not be liable subject to liquidation or exchange for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive another benefit. If a payment obligation under this Agreement arises on account of non-compliance with Section 409A.a Change in Control or the Executive’s 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 be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service, as applicable; provided, however, that if the Executive is a Specified Employee, any such 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 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. 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 Code Section 409A (“Section 409A”), including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Code Section 409A. To the extent applicable. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause amount payable under this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to would trigger the contrary, in 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 additional tax imposed by Code Section 409A, the right to a series of installment payments Agreement shall be treated as a right modified to a series of separate paymentsavoid such additional tax. Each separate payment in Notwithstanding 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 contraryforegoing, to the extent required in order to avoid accelerated taxation and/or additional taxes tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the date of his “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Agreement shall be paid designated as a “separate payment” within the meaning of Section 409A. As such, and to Executive on or before the last day of the year following the year in which the expense was incurred extent applicable and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided permissible under this Agreement comply with, or are exempt from, Section 409A, each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

Code Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement shall comply with Code or be exempt from Section 409A (“Section 409A”)and, accordingly, to the maximum extent applicable. This permitted, this Agreement shall be administered interpreted in a manner consistent with this intentaccordance therewith. In no event whatsoever shall Carlyle be liable for any tax, and any provision interest or penalties that would cause this Agreement to fail to satisfy may be imposed on Employee by Section 409A shall have no force or effect until amended any damages for failing to comply with Section 409A. Notwithstanding anything in 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 to the contrary, in 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 amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be made, provided or commenced until six months reimbursed after Executive’s separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable the last day of the calendar year following the six-month delay. Any installments otherwise due during the six-month delay shall be paid year in a lump sum, without interest, as soon as administratively practicable following the six-month delaywhich Employee incurred such expenses, and the remaining installments in no event shall any right to reimbursement or receipt of in-kind benefits be paid in accordance with the original schedulesubject to liquidation or exchange for another benefit. For purposes of Section 409A, the right to a series of each installment payments payment provided under this Agreement shall be treated as a right to a series separate payment. Notwithstanding any provisions 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, if Employee is a “specified employee” (within the meaning of Section 409A and determined pursuant to any policies adopted by Carlyle consistent with Section 409A), at the extent required in order time of Employee’s separation from service, and if any portion of the payments or benefits to avoid accelerated taxation and/or additional taxes 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 reimbursable that would otherwise be payable pursuant to Executive under this Agreement shall and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following Employee’s separation from service will instead be paid to Executive or made available on or before the last earlier of (a) the first business day of the year seventh month following the year in which the expense was incurred and the amount date of expenses eligible for reimbursement Employee’s separation from service or (and in-kind benefits provided to Executiveb) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Employee’s death.