Common use of Code Section 409A Clause in Contracts

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is the The intent of the parties Parties is that payments and benefits under this Agreement and any equity-based compensation (e.g., any stock options and any shares of restricted stock) comply with with, or be exempt from, Section 409A of the Internal Revenue Code (the “Code”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement and any equity-based compensation shall be interpreted to be in compliance therewiththerewith or exempt therefrom. If the Executive Key Employee notifies the Company in writing (with specificity as to the reason thereforetherefor) that the Executive Key Employee believes that any provision of this Agreement or any equity-based compensation (or of any award of compensation, including equity compensation or benefits) would cause the Executive Key Employee 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 parties Company shall, in good faithafter consulting with Key Employee, reform such provision to try to comply with Code Section 409A through good good-faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified by the parties to try in order to comply with Code Section 409A, such modification shall be made in good good-faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Key Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company 409A. a. A termination of employment shall not be required deemed to assume have occurred for purposes of any economic burden in connection therewithprovision of this Agreement 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 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. (b) ” If the Executive Key Employee is deemed on the date of “separation from service” termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such Key Employee’s “separation from service” of the Executive, and (B) the date of the ExecutiveKey Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 8 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Key Employee in a lump sumsum with interest at the prime rate as published in The Wall Street Journal on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Agreement letter shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is . b. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be made promptly after provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a date, it limit related to the period the arrangement is in effect and (iii) such payments shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the Key Employee’s taxable year following the taxable year in which such the expense was incurred by the Executiveoccurred. c. For purposes of Code Section 409A, and no such reimbursement or the amount of expenses eligible for reimbursement in Key Employee’s right to receive any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable installment payments pursuant to Section 5.1(c) this Agreement shall be treated as a right to receive a series of separate and (ii) distinct payments. In no event may Key Employee, directly or indirectly, designate the calendar year of any limit on the amount of expenses payment to be made under this Agreement that may be reimbursed under an arrangement described in Code Section 105(b)is considered nonqualified deferred compensation.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (aas defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) It is determined to constitute “nonqualified deferred compensation” within the intent meaning of Code Section 409A and the parties that payments and Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and, accordingly, to interpretand this Agreement and the Plan shall, to the maximum extent permittedpracticable, be construed in accordance therewith. Terms defined in this Agreement to be in compliance therewith. If and the Executive notifies Plan shall have the Company in writing (with specificity as meanings given such terms under Code Section 409A if and to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try extent required 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 In any provision hereof is modified by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoingevent, the Company makes no representations or warranty and shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed no liability to the Executive in a lump sum, and Employee or any remaining other person if any provisions of or payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is are determined to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation constitute deferred compensation subject to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)409A but not to satisfy the conditions of that section.

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then then, with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall shall, if required to avoid the imposition of additional tax or interest under Section 409A, be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is the intent intention of the parties Company and the Executive that payments and benefits 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 the provisions of Section 409A andof the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, accordingly, to interpret, to the maximum extent permitted, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be in compliance therewithretroactive to the extent permitted by Section 409A of the Code). If The Company and the Executive notifies the Company in writing (with specificity as agree to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, work together in good faith, reform such provision to try faith in an effort to comply with Code Section 409A through good faith modifications to of the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified Code, including, if necessary, amending this Agreement based on further guidance issued by the parties Internal Revenue Service from time to try to comply with Code Section 409Atime, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, provided that the Company shall not be required to assume any increased economic burden burden. Notwithstanding anything contained herein to the contrary, to the extent required in connection therewith. (b) If order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive is deemed on shall not be considered to have terminated employment with the date 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” to be a “specified employee” from the Company within the meaning of that term Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit amounts that is specified as subject would otherwise be payable and benefits that would otherwise be provided pursuant to this Section, such payment or benefit shall be made or provided at Agreement during the date which is the earlier of (A) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and (B) the date of immediately following the Executive’s death termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (the “Delay Period”or upon his death, if earlier). Upon the expiration In addition, for purposes of the Delay Periodthis Agreement, all payments and benefits delayed pursuant each amount to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed benefit to be provided to the Executive in a lump sum, and any remaining payments and benefits due under pursuant to this Agreement shall be paid or provided in accordance with the normal construed as a separate identified payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company purposes of evidence Section 409A of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way not affect the expenses eligible for reimbursement or in-kind benefits provided in any other another taxable year, except (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no 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 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, the 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 (ic) the limit on the amount of outplacement costs and expenses reimbursable pursuant right to Section 5.1(c) and (ii) any limit on the amount of expenses that may reimbursement or in-kind benefit shall not be reimbursed under an arrangement described in Code Section 105(b)subject to liquidation or exchange for another benefit.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Section 409A andof the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and accordingly, this Agreement shall be interpreted to interpret, be in compliance with Section 409A to the maximum extent permitted, . The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that may be in compliance therewith. If the Executive notifies the Company in writing (with specificity as necessary, appropriate, or desirable to the reason therefore) that the Executive believes that any provision avoid imposition of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest income recognition under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, each case to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, permitted. In no event whatsoever shall the Company shall not be required liable for any additional tax, interest, or penalty that may be imposed on Employee by Section 409A or damages for failing to assume any economic burden in connection therewith.comply with Section 409A. (b) If Notwithstanding any other payment schedule provided in this Agreement to the Executive contrary, if Employee is deemed on the date of “separation from service” termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)409A, then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is specified as subject to this Section, considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at on the date which is the earlier of (A) the expiration of the date that is six (6)-month period measured from 6) months and one day after the date of such “separation from service” of the Executive, Employee and (B) the date of the ExecutiveEmployee’s death (the “Delay Period”). Upon , to the extent required under Section 409A. Within ten (10) business days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 13 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is those payments in this Agreement; and (ii) To the extent that any benefits to be made promptly after provided during the Delay Period are considered deferred compensation under Section 409A provided on account of a date“separation from service” and such benefits are not otherwise exempt from Section 409A, it Employee shall pay the cost of such benefits during the Delay Period, and to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Employee, the Company shall reimburse Employee the Company’s share of the cost of such benefits within ten (10) business days following the expiration of the Delay Period, and any remaining benefits shall be made reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. (c) To the extent that any benefits or payments under this Agreement are conditioned on a Release, Employee shall forfeit all rights to such severance payments or benefits unless the Release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days thereafterafter the Termination Date. If the Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then, subject to Section 13(b) above and to the extent not exempt under Section 409A, such payments or benefits shall be made or commence on the first practicable payroll date after the date that is sixty (60) days after the Termination Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided in this Agreement. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Employee’s termination of employment. (cd) The Company may provide, in its sole discretion, that Employee may continue to participate in any benefits delayed pursuant to this Section 13 during the period of such delay, provided that Employee shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 13, the Company may reimburse Employee the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Employee, in each case had such benefits commenced immediately upon Employee’s termination of employment. Any expense reimbursement remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement. (e) All expenses or other reimbursements under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before prior to the last day of the taxable year following the taxable year in which such expense was expenses were incurred by Employee (provided that if any such reimbursements constitute taxable income to Employee, such reimbursements shall be paid no later than March 15th of the Executive, and no calendar year following the calendar year in which the expenses to be reimbursed were incurred). No such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except and Employee’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. (f) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A be offset by any other payment pursuant to this Agreement or otherwise. (h) To the extent required for purposes of compliance with Section 409A, termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of 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.” (i) Notwithstanding any provision to the limit on contrary, in no event will Employee have any claim or right of action against the amount Company or any of outplacement costs and expenses reimbursable pursuant to its employees, officers, directors or agents in the event it is determined that any payment or benefit provided hereunder does not comply with Section 5.1(c) and (ii) 409A of the Code or any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)regulations thereunder.

Code Section 409A. (a) It is Although the intent of the parties that payments and benefits under this Agreement comply Company makes no guarantee with Section 409A and, accordingly, to interpret, respect to the maximum extent permittedtax treatment of payments hereunder, this Agreement is intended to either comply with, or be exempt from, the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Code Section 409A”). To the extent that this Agreement is not exempt from the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in compliance therewithaccordance with such intent. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and modifying it would avoid such additional tax or interest, the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, upon the Executive’s specific request and after consulting with the Executive, use its reasonable business efforts to in good faith, faith 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 provision; provided, that any provision hereof is modified by the parties to try to comply with Code Section 409A, such modification shall be made in good faith not increase the economic burden to the Company and shall, to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits 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 the Executive is deemed on the date Executive’s Date of “separation from service” Termination to be a “specified employee” ”, within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the provision providing of any benefit that is specified as subject constitutes “non-qualified deferred compensation” pursuant to this SectionCode Section 409A, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided at to the date which is Executive prior to the earlier of (Ai) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, ’s Separation from Service and (Bii) the date of the Executive’s death (death. On the “Delay Period”). Upon the expiration first day of the Delay Periodseventh month following the date of the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death, all payments and benefits delayed pursuant to this Section 7.16 21(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (d) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made promptly upon Executive’s presentation to the Company of evidence no later than December 31 of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable calendar year next following the taxable calendar year in which such expense was incurred the expenses to be reimbursed are incurred. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the Executiveright to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and no such reimbursement or (ii) the amount of expenses eligible for reimbursement in reimbursement, or in-kind benefits, provided during any taxable year shall in any way not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year, except for (i) provided that the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and foregoing clause (ii) any limit on the amount of shall not be violated with regard to expenses that may be reimbursed under an any arrangement described in Code covered by Section 105(b)) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. (ai) It To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the intent requirements of section 409A of the parties Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that payments and benefits under would cause this Agreement comply with Section or any payment hereof to fail to satisfy Code section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (shall have no force or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try effect until amended to comply with Code Section section 409A through good faith modifications in the least restrictive manner necessary and without any diminution in the value of the payments to the minimum Executive, which amendment may be retroactive to the extent reasonably appropriate permitted by Code section 409A. Notwithstanding anything in this Agreement to conform with Code Section 409A. To the contrary, to the extent that any provision hereof is modified amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the parties to try to comply with Code Section 409AEmployee's termination of employment, such modification shall amount or benefit will not be made in good faith and shall, payable or distributable to the maximum extent reasonably possible, maintain Executive by reason of such circumstance unless (i) the original intent circumstances giving rise to such termination of the applicable provision without violating the provisions employment meet any description or definition of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “"separation from service” to be a “specified employee” within " in Code section 409A or (ii) the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any benefit that is specified as subject to this Sectionamount or benefit, such payment or benefit distribution shall be made or provided at on the date date, if any, on which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “an event occurs that constitutes a Code section 409A-compliant "separation from service” of the Executive, ." (ii) All reimbursements and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and in‑kind benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. If a payment is to requirements of Code section 409A, including, without limitation, that [a] in no event shall reimbursements by the Company under this Agreement be made promptly after a datelater than the end of the calendar year next following the calendar year in which the applicable fee and expenses were incurred, it [b] the amount of in‑kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in‑kind benefits that the Company is obligated to pay or provide in any other calendar year; and [c] the Executive's right to have the Company pay or provide such reimbursements and in‑kind benefits may not be made within sixty (60) days thereafterliquidated or exchanged for any other benefit. (ciii) Any expense reimbursement 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 nonqualified deferred compensation (within the meaning of Treasury Regulation section 1.409A-1(b)) upon the Executive's "separation from service" (within the meaning of Treasury Regulation section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise by payable during the six‑month period after the Executive's separation from service, will not be made during such six‑month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six‑month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following a separation from service but before the Delayed Payment Date, such amounts shall be made promptly upon Executive’s presentation paid to the Company of evidence personal representative of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year Executive's estate within thirty (30) days following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)'s death.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties Company shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employeeExecutive” within the meaning of that term such terms under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this SectionSection 11.1, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 11.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If Whenever a payment is to 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: (ci) 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 under payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Company referred to herein, shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant payment to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)is incurred.

Code Section 409A. (a) It Notwithstanding any other provision 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 intent general intention of the parties Company that payments and such benefits under this Agreement comply with Section 409A and, accordingly, to interpretwill, to the maximum extent permittedpracticable, comply with, or be exempt from, Code Section 409A, and this Agreement will, 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 will not be permitted unless such deferrals are in compliance therewith. If with Code Section 409A. In the Executive notifies the Company in writing (with specificity as to the reason therefore) event that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without or a successor thereto) has any obligation whatsoever stock which is publicly traded on an established securities market or otherwise and Executive is determined to do so) independently makes such determinationbe a “specified employee” (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the parties shallphrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in good faiththe event that Code Section 409A requires that any special terms, reform provisions or conditions be included in this Agreement, then such provision terms, provisions and conditions will, to try the extent practicable, be deemed to comply be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A through good faith modifications if and to the minimum extent reasonably appropriate to conform with Code Section 409A. To required. Further, in the extent event that this Agreement or any provision hereof is modified by the parties to try benefit thereunder will be deemed not to comply with Code Section 409A, such modification shall then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewithfaith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties Company shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employeeExecutive” within the meaning of that term such terms under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 12.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If Whenever a payment is to 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: (ci) 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 under payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Company referred to herein, shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant payment to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)is incurred.

Code Section 409A. (a) It is To the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) action by the Company would cause subject the Executive to incur any liability for interest or additional tax or interest taxes under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Code Section 409A through good faith modifications 409A, it shall be deemed null and void, to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified permitted by law and deemed advisable by the parties to try to Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such modification intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of the Executive's termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in good faith and shallaccordance 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 reasonably possible, maintain practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for the applicable provision without violating Executive's benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A. Notwithstanding 409A or any other provision of the foregoing, the Company shall not be required to assume any economic burden in connection therewithCode. (b) If Notwithstanding any provision of this Agreement to the contrary, if the Executive is deemed on the date of “separation from service” determined to be a “specified employee” within Specified Employee as of the meaning Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of that term under Section 409A(a)(2)(Bthe first day of the seventh month following the Termination Date (or, if earlier, as of the Executive's death), then with regard all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to any payment or the provision prime rate in effect on the first day of any benefit such six (6)-month period. Any portion of the benefits hereunder that is specified as subject were not otherwise due to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of paid during the six (6)-month period measured from following the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Termination Date shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them schedule established herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It Notwithstanding any other provision 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 intent general intention of the parties Company that payments and such benefits under this Agreement comply with Section 409A and, accordingly, to interpretwill, to the maximum extent permittedpracticable, comply with, or be exempt from, Code Section 409A, and this Agreement will, to the extent practicable, be construed in compliance accordance therewith. If the Executive notifies the Company in writing (with specificity as Deferrals of benefits distributable pursuant to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) that are otherwise exempt from Code Section 409A in a manner that would cause the Executive to incur any additional tax or interest under Code Section 409A and to apply will not be permitted unless such deferrals follow Code Section 409A. In the Company concurs with such belief or event that the Company (without or a successor thereto) has any obligation whatsoever stock which is publicly traded on an established securities market or otherwise and Executive is determined to do so) independently makes such determinationbe a “specified employee” (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the parties shallphrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in good faiththe event that Code Section 409A requires that any special terms, reform provisions or conditions be included in this Agreement, then such provision terms, provisions and conditions will, to try the extent practicable, be deemed to comply be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A through good faith modifications if and to the minimum extent reasonably appropriate to conform with Code Section 409A. To required. Further, in the extent event that this Agreement or any provision hereof is modified by the parties to try benefit thereunder will be deemed not to comply with Code Section 409A, such modification shall then neither the Company, the Board, the Committee nor its or their designees or agents will be liable to any participant or other person for actions, decisions or determinations made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewithfaith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the intent of the parties that payments and benefits under this Agreement set forth herein shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of Code Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith. If with Code Section 409A. The parties hereto agree that the Executive notifies payments and benefits set forth herein comply with or are exempt from the Company requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in writing (with specificity as this Agreement or elsewhere to the reason therefore) that the Executive believes that contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement (or providing for the payment of any award amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent upon or following a termination of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive Employee’s employment unless such termination is deemed on the date of 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” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. Notwithstanding any other provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A and the regulations issued thereunder, then with regard to any and a payment or the provision of any benefit that is specified as provided for in this Agreement would be subject to this Section, additional tax under Code Section 409A if such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the paid within six (6)-month period measured from 6) months after the date of such Employee’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the Executivesix-month period immediately following the Employee’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 (6)-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in a lump-sum cash payment on the earlier of (Bi) the first regular payroll date of the Executiveseventh (7th) month following the Employee’s death separation from service or (ii) the “Delay Period”). Upon tenth (10th) business day following the expiration Employee’s death. (c) It is intended that each installment of the Delay Period, all any severance payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due provided under this Agreement shall be paid treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation requirements of Code Section 409A to the Company of evidence of extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or requirements that (i) the amount of expenses eligible for reimbursement in any taxable during a calendar year shall in any way may not affect the expenses eligible for reimbursement in any other taxable calendar year, except (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (d) Notwithstanding anything contained herein to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Employee’s termination of employment are subject to Employee’s execution and delivery of the Release, (i) if Employee fails to execute the limit Release on or prior to the Release Expiration Date (as defined below) or timely revokes Employee’s acceptance of the Release thereafter, Employee shall not be entitled to any payments or benefits otherwise conditioned on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) Release, and (ii) in any limit case where Employee’s date of termination and the last day the Release may be considered or, if applicable, revoked, fall in two separate taxable years, any payments required to be made to Employee that are conditioned on the amount Release and are treated as nonqualified deferred compensation for purposes of expenses that may be reimbursed under an arrangement described in Code Section 105(b409A shall be made in the later taxable year. For purposes of this Section 17(d), “Release Expiration Date” shall mean (x) if Employee is under 40 years old as of the date of termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Employee, and (y) if Employee is 40 years or older as of the date of termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Employee, or, in the event that Employee’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 forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Employee’s termination of employment are delayed pursuant to this Section 17(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Employee executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 17(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. (a) It Although the parties hereto do not expect payments hereunder to be subject to U.S. income taxation, in the event such U.S. income taxation were to apply to any payments hereunder, it is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then then, with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall shall, if required to avoid the imposition of additional tax or interest under Section 409A, be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (ai) It is the The intent of the parties is that payments and benefits under this Agreement be exempt from, or, to the extent not so exempt, comply with with, Code Section 409A 409A, and, accordingly, to interpret, to the maximum extent permitted, this Agreement to will be interpreted in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs accordance with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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. intent. To the extent that any provision hereof is modified by the parties to try in order to comply with Code Section 409A, such modification shall will be made in good faith and shallwill, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, In no event whatsoever will the Company shall not or its Affiliates, or their respective officers, directors, employees or agents be required liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A or damages for failing to assume any economic burden in connection therewith.comply with Code Section 409A. (bii) If Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, considered “deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall will not be made or provided at until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 7.16 paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall will be paid or reimbursed to the Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall will be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (ciii) Any expense reimbursement To the extent that reimbursements or other in-kind benefits under this Agreement shall constitute “deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder will be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before prior to the last day of the taxable year following the taxable year in which such expense was expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement or the amount of reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall will in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, except for (i) the limit on the amount of outplacement costs and expenses reimbursable Executive’s right to receive installment payments pursuant to Section 5.1(cthis Agreement will be treated as a right to receive a series of separate and distinct payments. (v) and Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period will be within the sole discretion of the Company. (iivi) any limit on the amount No amounts payable hereunder that constitute nonqualified deferred compensation for purposes of expenses that may be reimbursed under an arrangement described in Code Section 105(b).409A will be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) It is Although the intent of the parties that payments and benefits under this Agreement comply Company makes no guarantee with Section 409A and, accordingly, to interpret, respect to the maximum extent permittedtax treatment of payments hereunder, this Agreement is intended to either comply with, or be exempt from, the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Code Section 409A”). To the extent that this Agreement is not exempt from the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in compliance therewithaccordance with such intent. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and modifying it would avoid such additional tax or interest, the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, upon the Executive’s specific request and after consulting with the Executive, use its reasonable business efforts to in good faith, faith 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 provision; provided, that any provision hereof is modified by the parties to try to comply with Code Section 409A, such modification shall be made in good faith not increase the economic burden to the Company and shall, to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits 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 the Executive is deemed on the date Executive’s Date of “separation from service” Termination to be a “specified employee” ”, within the meaning of that term under Code Section 409A(a)(2)(B)) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the provision providing of any benefit that is specified as subject constitutes “non-qualified deferred compensation” pursuant to this SectionCode Section 409A, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided at to the date which is Executive prior to the earlier of (Ai) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, ’s Separation from Service and (Bii) the date of the Executive’s death (death. On the “Delay Period”). Upon the expiration first day of the Delay Periodseventh month following the date of the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death, all payments and benefits delayed pursuant to this Section 7.16 21(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (d) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made promptly upon Executive’s presentation to the Company of evidence no later than December 31 of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable calendar year next following the taxable calendar year in which such expense was incurred the expenses to be reimbursed are incurred. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the Executiveright to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and no such reimbursement or (ii) the amount of expenses eligible for reimbursement in reimbursement, or in-kind benefits, provided during any taxable year shall in any way not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year, except for (i) provided that the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and foregoing clause (ii) any limit on the amount of shall not be violated with regard to expenses that may be reimbursed under an any arrangement described in Code covered by Section 105(b)) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (f) Any gross-up payment due to the Executive under this Agreement shall be paid to the Executive no later than the end of the calendar year following the year in which the Executive paid the applicable tax. (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. (ai) It is the The intent of the parties Parties is that payments and benefits under this the Agreement comply with Section 409A andof the Code and the regulations and guidance promulgated thereunder (except to the extent exempt as short-term deferrals or otherwise), and accordingly, to interpret, to the maximum extent permitted, this the Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing . (with specificity as ii) A termination of employment shall not be deemed to the reason therefore) that the Executive believes that have occurred for purposes of any provision of this Agreement (or providing for the payment of any award of compensation, including equity compensation amounts or benefits) would cause the Executive taxable benefits subject to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions Code upon or following a termination of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive employment unless such termination is deemed on the date of also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination of the Term,” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, U.S. Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. It is intended that each installment, if any, of the payments and benefits provided hereunder shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code; and if, as of the date of the “separation from service,” the Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code or any successor provision thereto), then with regard to any payment or the provision of any benefit that is specified as subject to this Sectionsection (whether under this Agreement, or pursuant to any other agreement with, or plan, program, payroll practice of, the Company) and is due upon or as a result of the Executive’s separation from service, such payment or benefit shall not be made or provided at provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A of the Code, until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service,” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”), and this Agreement and each such agreement, plan, program, or payroll practice shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 13(l) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is . (iii) All reimbursements and in-kind benefits provided under this Agreement or otherwise to be made promptly after a date, it the Executive shall be made within sixty (60or provided in accordance with the requirements of Section 409A of the Code to the extent that such reimbursements or in-kind benefits are subject to Section 409A of the Code. All expenses or other reimbursements paid pursuant herewith and therewith that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which the Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) days thereafter. (c) Any expense reimbursement under this Agreement of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the Executive’s taxable year following the taxable year in which such the expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)occurred.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing Corporation (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company Corporation concurs with such belief or the Company Corporation (without any obligation whatsoever to do so) independently makes such determination, the parties Corporation shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Corporation of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 21(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If Whenever a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) 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 under payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Corporation referred to herein, shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant payment to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)reimbursed.

Code Section 409A. (a) It This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code (“Section 409A”) and applicable advice and regulations issued thereunder. (b) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A to the extent subject thereto, and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as Notwithstanding anything herein to the reason thereforecontrary: (i) that if at the Executive believes that any provision time of this Agreement (or the Employee’s termination of any award of compensationemployment with the Company, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Employee is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company concurs will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is six (6) months following the Employee’s termination of employment with such belief or the Company (without or the earliest date as is permitted under Section 409A); (ii) if any obligation whatsoever other payments of money or other benefits due to do sothe Employee hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board that does not cause such an accelerated or additional tax; (iii) independently makes such determinationto the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the parties shall, in good faith, reform such provision Employee shall not be considered to try to comply have terminated employment with Code Section 409A through good faith modifications the Company for purposes of this Agreement and no payment shall be due to the minimum extent reasonably appropriate Employee under this Agreement until the Employee would be considered to conform with Code have incurred a “separation from service” from the Company within the meaning of Section 409A; and (iv) each amount to be paid or benefit to be provided to the Employee pursuant to this Agreement, which constitute deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. To the extent that any provision hereof is modified by the parties required to try to comply with Code avoid an accelerated or additional tax under Section 409A, such modification shall be made in good faith and shall, amounts reimbursable to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due Employee under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events Employee on or before the last day of the taxable year following the taxable year in which such the expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Employee) during any one year may not effect amounts reimbursable or provided in any taxable subsequent year; provided, however, that with respect to any reimbursements for any taxes which the Employee would become entitled to under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Employee remits the related taxes. The Company shall consult with the Employee in good faith regarding the implementation of the provisions of this Section 20(b); provided that neither the Company nor any way affect of its employees or representatives shall have any liability to the expenses eligible for reimbursement Employee with respect to thereto. (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of a waiver and release of claims, such waiver and release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employee’s employment, but the Company may elect to commence payment at any other taxable yeartime during such sixty (60)-day period, except for (i) provided, however, to the limit on extent that the amount payment or benefit is “deferred compensation” within the meaning of outplacement costs and expenses reimbursable pursuant subject to Section 5.1(c409A, such payment shall be made in the later year if the sixty (60) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)day period spans two taxable years.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance issued thereunder (“Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination409A, the parties Employer shall, in good faithafter consulting with and receiving the approval of Executive, reform such provision in a manner intended to try avoid the incurrence by Executive of any such additional tax or interest; provided that Employer agrees 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shallmaintain, to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to Executive of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) If A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is deemed on the date of 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.” The determination of whether and when a separation from service has occurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations. (c) Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, Employer determines that Executive is a “specified employee,” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to the extent any payment or the provision of any benefit that is specified as subject Executive becomes entitled to under this SectionAgreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be made paid or provided at the date which is the earlier of (Ai) the expiration of the six (6)-month period measured from the date of 6) months and one day after such “separation from service” of the Executive, service and (Bii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed provided to the Executive in a lump sumlump-sum with interest at the prime rate as published by The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it . (d) Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made within sixty or provided in accordance with the requirements of Code Section 409A, including that (60i) days thereafter. (c) Any expense reimbursement in no event shall any fees, expenses or other amounts eligible to be reimbursed by Employer under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before paid later than the last day of the taxable calendar year next following the taxable calendar year in which such expense was incurred by the Executiveapplicable fees, and no such reimbursement expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits that Employer is obligated to pay or provide, in any taxable given calendar year shall in any way not affect the expenses eligible for reimbursement that Employer is obligated to reimburse, or the in-kind benefits that Employer is obligated to pay or provide, in any other taxable calendar year, except for (i) provided that the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and foregoing clause (ii) any limit on the amount of shall not be violated with regard to expenses that may be reimbursed under an any arrangement described covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) Executive’s right to have Employer 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 Employer’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the sixth (6th) anniversary of the Effective Date). (e) For purposes of Code Section 105(b409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”)., the actual date of payment within the specified period shall be within the sole discretion of Employer. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company Employer concurs with such belief or the Company Employer (without any obligation whatsoever to do so) independently makes such determination, the parties Employer shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this SectionSection or is otherwise deferred compensation under Code Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 16(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement hereunder shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, except without limitation, the EICP, the SERP Program, and the EBPP) and equity plan and grants applicable to Executive as the Employer determines in good faith to be required to comply with the requirements of Code Section 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant right to Section 5.1(c) reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) any limit on 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 may the foregoing shall not be reimbursed under an arrangement described in violated with regard to expenses covered by Code Section 105(b105(h) that are subject to a limit related to the period in which the arrangement is in effect. Tax gross-up payments under the Agreement, if any, shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive pays such tax. (f) Any Accrued Obligations payable under Section 5 shall be paid in accordance with the provisions of the applicable plan, program or payroll practice. (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (h) If under this Agreement, an amount is paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

Code Section 409A. (a) It This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code (“Section 409A”) and applicable advice and regulations issued thereunder. (b) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A to the extent subject thereto, and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as Notwithstanding anything herein to the reason thereforecontrary: (i) that if at the Executive believes that any provision time of this Agreement (or the Employee’s termination of any award of compensationemployment with the Company, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Employee is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company concurs will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is six (6) months following the Employee’s termination of employment with such belief or the Company (without or the earliest date as is permitted under Section 409A); (ii) if any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Code Section 409A through good faith modifications other payments of money or other benefits due to the minimum extent reasonably appropriate to conform with Code Section 409A. To Employee hereunder could cause the extent that any provision hereof is modified by the parties to try to comply with Code application of an accelerated or additional tax under Section 409A, such modification payments or other benefits shall be made in good faith and shalldeferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the maximum extent reasonably possible, maintain in a manner, determined by the original intent of Board that does not cause such an accelerated or additional tax; (iii) to the applicable provision without violating the provisions of Code extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A. Notwithstanding the foregoing409A, the Company Employee shall not be required considered to assume any economic burden in connection therewith. (b) If have terminated employment with the Executive is deemed on Company for purposes of this Agreement and no payment shall be due to the date of Employee under this Agreement until the Employee would be considered to have incurred a “separation from service” to be a “specified employee” from the Company within the meaning of Section 409A; and (iv) each amount to be paid or benefit to be provided to the Employee pursuant to this Agreement, which constitute deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. The Company shall consult with the Employee in good faith regarding the implementation of the provisions of this Section 20(b); provided that term under Section 409A(a)(2)(B), then neither the Company nor any of its employees or representatives shall have any liability to the Employee with regard respect to any payment or thereto. (c) Whenever in this Agreement the provision of any benefit that is specified as subject to this Section, such payment or benefit shall is conditioned on Employee’s execution and non-revocation of a waiver and release of claims, such waiver and release must be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executiveexecuted, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Periodall revocation periods must have expired, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executiveafter the date of termination of Employee’s presentation to employment, but the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which may elect to commence payment at any time during such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for sixty (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)60)-day period.

Code Section 409A. (a) It Notwithstanding any provision of this Agreement to the contrary, if at the time of Employee’s termination of employment with Employer, Employee is the intent a “specified employee” as defined in Section 409A of the parties Code, then to the extent that any amount to which Employee is entitled in connection with the termination of his employment is subject to Section 409A of the Code, payments of such amounts to which Employee would otherwise be entitled during the six (6) month period following Employee’s termination of employment will be accumulated and benefits paid in a lump sum on the first day of the seventh month after the date of Employee’s termination of employment. The first sentence of this paragraph shall apply only to the extent required to avoid Employee’s incurrence of any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. Each installment of the payments provided under Section 8.7(b) of this Agreement comply with shall be treated as a separate payment for purposes of Section 409A and, accordingly, of the Code. (b) Notwithstanding any provision of this Agreement to interpretthe contrary, to the maximum extent permitted, that any payment under the terms of this Agreement to would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be in compliance therewith. made no earlier than at such times allowed under Section 409A of the Code. (c) If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive Employee to incur any additional tax or interest under Section 409A and of the Company concurs with such belief Code or the Company (without any obligation whatsoever to do so) independently makes such determinationregulations or Treasury guidance promulgated thereunder, the parties shall, in good faith, Employer may 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 provision; provided, that any provision hereof is modified by the parties to try to comply with Code Section 409A, such modification Employer shall be made in good faith and shall(i) maintain, to the maximum extent reasonably possiblepracticable, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration 409A of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) Code and (ii) notify and consult with Employee regarding such amendments or modifications prior to the effective date of any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)such change.

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then then, with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall shall, if required to avoid the imposition of additional tax or interest under Section 409A, be made or provided at the date which is the earlier of (Aof(A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s 's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s 's presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (ai) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive you to incur any additional tax or interest under Section 409A and of the Code or any regulations or Treasury guidance promulgated thereunder, the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faithafter consulting with you, reform such provision to try to comply with Code Section 409A through good faith modifications of the Code; provided, that the Company agrees to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shallmaintain, to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to you of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding 409A of the foregoing, the Company shall not be required to assume any economic burden in connection therewithCode. (bii) If Notwithstanding any provision to the Executive is contrary in this Agreement, if you are deemed on the date Date of “separation from service” Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)) of the Code and the Company is a public company, then with regard to any payment or the provision of any benefit that is payments specified as being subject to this Section, such payment or benefit Section 11(b)(ii) shall not be made or provided at (subject to the date which is last sentence hereof) prior to the earlier of (A) the expiration of the six (6)-month month period measured from the date of such your “separation from service” of the Executive, and (as such term is defined in Treasury Regulations issued under Code Section 409A or (B) the date of the Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If . (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a payment 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.” (a) All expenses or other reimbursements as provided herein shall be made promptly after a datepayable in accordance with the Company’s policies in effect from time to time, it but in any event shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before prior to the last day of the taxable year following the taxable year in which such expense was expenses were incurred by the Executiveyou, and (b) no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in In any other taxable year, except for year and (ic) the limit on the amount right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of outplacement costs and expenses reimbursable Code Section 409A, your right to receive any installment payments pursuant to Section 5.1(cthis Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) and (ii) any limit on days following the amount date of expenses that may termination”), the actual date of payment within the specified period shall be reimbursed under an arrangement described in Code Section 105(b)within the sole discretion of the Company.

Code Section 409A. (a) It is the intent intention of the parties Company and the Executive that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, will not result in unfavorable tax consequences to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 applicable, it is intended that this Agreement comply with the provisions of Section 409A. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision hereof is modified that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). The Company and the parties Executive agree to try work together in good faith in an effort to comply with Code Section 409A409A including, such modification shall be made in good faith and shallif necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to the maximum extent reasonably possibletime, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, provided that the Company shall not be required to assume any increased economic burden burden. Notwithstanding anything contained herein to the contrary, to the extent required in connection therewith. (b) If order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive is deemed on shall not be considered to have terminated employment with the date Company for purposes of this Agreement and no payments shall be due to him under this Agreement which are payable upon his termination of employment until he would be considered to have incurred a “separation from service” to be a “specified employee” from the Company within the meaning of that term Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit amounts that is specified as subject would otherwise be payable and benefits that would otherwise be provided pursuant to this Section, such payment or benefit shall be made or provided at Agreement during the date which is the earlier of (A) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of the Executive, and (B) the date of immediately following the Executive’s death termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (the “Delay Period”or upon his death, if earlier). Upon the expiration In addition, for purposes of the Delay Periodthis Agreement, all payments and benefits delayed pursuant each amount to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed benefit to be provided to the Executive in a lump sum, and any remaining payments and benefits due under pursuant to this Agreement shall be paid or provided in accordance with the normal construed as a separate identified payment dates specified for them herein. If a payment is purposes of Section 409A. With respect to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way not affect the expenses eligible for reimbursement or in-kind benefits provided in any other another taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on reimbursements of such expenses and the amount provision of any in-kind benefits shall be made no 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 may the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A, provided that with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be reimbursed under an arrangement described made by the Company no later than the end of the fiscal year following the fiscal year in Code Section 105(b)which the Executive remits the related taxes, and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive Employee notifies the Company in writing (with specificity as to the reason thereforetherefor) that the Executive Employee believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive Employee to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive Employee is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveEmployee, and (B) the date of the ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon ExecutiveEmployee’s presentation to the Company of evidence of the fees and expenses incurred by the Executive Employee and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the ExecutiveEmployee, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). (d) If at any point during the Term, the Employee’s level of services performed for the Company falls below 20% of the average level of services the Employee performed during the 36 month period immediately preceding the Effective Date, then payments to the Employee shall be suspended for a 6 month period to the extent the Company deems advisable to avoid the Employee incurring an excise tax under Section 409A.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties Company shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employeeExecutive” within the meaning of that term such terms under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 12.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If Whenever a payment is to 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: (ci) 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 under payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Company referred to herein, shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant payment to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)reimbursed.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”) including the exceptions thereto and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, and any payments hereunder shall be made upon an event and in a manner that complies with Section 409A or an applicable exemption. If the Executive notifies the Company in writing (with specificity 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 reason therefore) that the Executive believes that any provision maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. The Company shall be entitled to amend this Agreement to comply and/or clarify a payments compliance with Section 409A (or of any award of compensationan exemption therefrom), including equity compensation or benefits) would cause the Executive provided, however, to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409Amodified, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding anything in the foregoingAgreement to the contrary, in no event whatsoever shall the Company shall not be required liable for any tax, interest or penalty that may be imposed on Xxxxxx under Section 409A or any damages for failing to assume any economic burden in connection therewith.comply with Section 409A. (b) If Notwithstanding anything in this Agreement to the Executive contrary, if any payment or benefit provided to Xxxxxx in connection with his termination of employment is deemed on determined to constitute “nonqualified deferred compensation” within the date meaning of “separation from service” Section 409A and Xxxxxx is determined to be a “specified employee” within the meaning of that term under as defined in Section 409A(a)(2)(B409A(a)(2)(b)(i), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall not be made or provided at paid until the first payroll date which is to occur following the earlier of (A) the expiration six-month anniversary of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveTermination Date or, and (B) the date of the Executive’s if earlier, on Xxxxxx’x death (the “Delay PeriodSpecified Employee Payment Date”). Upon The aggregate of any payments that would otherwise have been paid before the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Specified Employee Payment Date shall be paid or reimbursed (without interest) to the Executive Xxxxxx in a lump sumsum on the Specified Employee Payment Date and thereafter, and any remaining payments and benefits due shall be paid without delay in accordance with their original schedule. (c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be paid or provided in accordance with the normal payment dates specified following: (a) the amount of expenses eligible for them herein. If a payment is reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be made promptly after a dateprovided, it in any other calendar year; (b) any reimbursement of an eligible expense shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation paid to the Company of evidence of the fees and expenses incurred by the Executive and in all events Xxxxxx on or before the last day of the taxable calendar year following the taxable calendar year in which such the expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) incurred; and (iic) any limit on the amount of expenses that may right to reimbursements or in-kind benefits under this Agreement shall not be reimbursed under an arrangement described in Code Section 105(b)subject to liquidation or exchange for another benefit.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing Corporation (with specificity as to the reason thereforetherefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company Corporation concurs with such belief or the Company (without any obligation whatsoever to do so) Corporation independently makes such determination, the parties Corporation shall, in good faithafter consulting with 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Corporation of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any 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 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 the Executive is deemed on the date of “separation from service” termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 6(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sumsum with interest at the prime rate as published in The Wall Street Journal on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any 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, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under this Agreement any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the Executive’s taxable year following the taxable year in which such the expense was occurred. Any tax gross-up payment as provided in Section 2(j) and Section 5 shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 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. The Corporation shall be permitted to accelerate any payment that is considered nonqualified deferred compensation under this Agreement by the ExecutiveCorporation to the federal government for any benefits payable under the Agreement to make payments on behalf of Executive of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2), or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and no to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount, and the income tax withholding related to such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (iFICA amount. Any acceleration permitted under Treas. Reg. § 1.409A-3(j)(4) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed made with respect to any payment under an arrangement described the Agreement in Code Section 105(b)the Corporation’s good faith discretion.

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then then, with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall shall, if required to avoid the imposition of additional tax or interest under Section 409A, be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).six

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Section 409A andof the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and accordingly, this Agreement shall be interpreted to interpret, be in compliance with Section 409A to the maximum extent permitted, . The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that may be in compliance therewith. If the Executive notifies the Company in writing (with specificity as necessary, appropriate, or desirable to the reason therefore) that the Executive believes that any provision avoid imposition of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest income recognition under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, each case to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, permitted. In no event whatsoever shall the Company shall not be required liable for any additional tax, interest, or penalty that may be imposed on Employee by Section 409A or damages for failing to assume any economic burden in connection therewith.comply with Section 409A. (b) If Notwithstanding any other payment schedule provided in this Agreement to the Executive contrary, if Employee is deemed on the date of “separation from service” termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)409A, then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is specified as subject to this Section, considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at on the date which is the earlier of (A) the expiration of the date that is six (6)-month period measured from 6) months and one day after the date of such “separation from service” of the Executive, Employee and (B) the date of the ExecutiveEmployee’s death (the “Delay Period”). Upon , to the extent required under Section 409A. Within ten (10) business days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 13 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is those payments in this Agreement; and (ii) To the extent that any benefits to be made promptly after provided during the Delay Period are considered deferred compensation under Section 409A provided on account of a date“separation from service” and such benefits are not otherwise exempt from Section 409A, it Employee shall pay the cost of such benefits during the Delay Period, and to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Employee, the Company shall reimburse Employee the Company’s share of the cost of such benefits within ten (10) business days following the expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. (c) To the extent that any benefits or payments under this Agreement are conditioned on a Release, if the Release is executed and delivered and no longer subject to revocation within the specified 60-day post-termination period, then, subject to Section 13(b) above and to the extent not exempt under Section 409A, such payments or benefits shall be made within or commence on the first practicable payroll date after the date that is sixty (60) days thereafterafter the Termination Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Employee’s termination of employment, and any payments made thereafter shall continue as provided in this Agreement. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Employee’s termination of employment. (cd) The Company may provide, in its sole discretion, that Employee may continue to participate in any benefits delayed pursuant to this Section 13 during the period of such delay, provided that Employee shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 13, the Company may reimburse Employee the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Employee, in each case had such benefits commenced immediately upon Employee’s termination of employment. Any expense reimbursement remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement. (e) All expenses or other reimbursements under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before prior to the last day of the taxable year following the taxable year in which such expense was expenses were incurred by Employee (provided that if any such reimbursements constitute taxable income to Employee, such reimbursements shall be paid no later than March 15th of the Executive, and no calendar year following the calendar year in which the expenses to be reimbursed were incurred). No such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except and Employee’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. (f) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A be offset by any other payment pursuant to this Agreement or otherwise. (h) To the extent required for purposes of compliance with Section 409A, termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of 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.” (i) Notwithstanding any provision to the limit on contrary, in no event will Employee have any claim or right of action against the amount Company or any of outplacement costs and expenses reimbursable pursuant to its employees, officers, directors or agents in the event it is determined that any payment or benefit provided hereunder does not comply with Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).409A.

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and of the Internal Revenue Code ("Code") or any regulations or Treasury guidance promulgated thereunder, the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faithafter 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall; provided that the Company agrees to maintain, to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding any provision of this Agreement to the foregoingcontrary, the Company shall not be required to assume any economic burden in connection therewith. (b) If the if Executive is deemed on the date of “separation from service” termination to be a “"specified employee” ," within the that term's meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject required to this Sectionbe delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided at (subject to the date which is last sentence hereof) prior to the earlier of (Ai) the expiration of the six (6)-month 6) month period measured from the date of such “Executive's "separation from service” of the Executive, and " (Bas such term is defined in Treasury regulations issued under Code Section 409A) or (ii) the date of the Executive’s his death (the “Delay "Deferral Period”"). Upon the expiration of the Delay Deferral Period, all payments and benefits delayed pursuant to due Executive under this Section 7.16 (whether they Agreement that would have otherwise been payable in paid during the Deferral Period if Executive was not a single sum or in installments in the absence of such delay) specified employee shall be paid or reimbursed to the Executive in a lump sumsum within thirty (30) days, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a dateNotwithstanding the foregoing, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the extent that this paragraph applies to the provision of any ongoing welfare benefits to Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of evidence of the fees and expenses incurred such premiums paid by the Executive and in all events on or before during the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)Deferral Period promptly after its conclusion.

Code Section 409A. (a) It is the The intent of the parties Parties is that payments and benefits under this Agreement and any equity-based compensation (e.g., any stock options and any shares of restricted stock) comply with with, or be exempt from, Section 409A of the Internal Revenue Code (the “Code”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement and any equity- based compensation shall be interpreted to be in compliance therewiththerewith or exempt therefrom. If the Executive Key Employee notifies the Company in writing (with specificity as to the reason thereforetherefor) that the Executive Key Employee believes that any provision of this Agreement or any equity-based compensation (or of any award of compensation, including equity compensation or benefits) would cause the Executive Key Employee 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 parties Company shall, in good faithafter consulting with Key Employee, reform such provision to try to comply with Code Section 409A through good good-faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified by the parties to try in order to comply with Code Section 409A, such modification shall be made in good good-faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Key Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company 409A. a. A termination of employment shall not be required deemed to assume have occurred for purposes of any economic burden in connection therewithprovision of this Agreement 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 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. (b) ” If the Executive Key Employee is deemed on the date of “separation from service” termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such Key Employee’s “separation from service” of the Executive, and (B) the date of the ExecutiveKey Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 8 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Key Employee in a lump sumsum with interest at the prime rate as published in The Wall Street Journal on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Agreement letter shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is . b. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be made promptly after provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a date, it limit related to the period the arrangement is in effect and (iii) such payments shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the Key Employee’s taxable year following the taxable year in which such the expense was incurred by the Executiveoccurred. c. For purposes of Code Section 409A, and no such reimbursement or the amount of expenses eligible for reimbursement in Key Employee’s right to receive any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable installment payments pursuant to Section 5.1(c) this Agreement shall be treated as a right to receive a series of separate and (ii) distinct payments. In no event may Key Employee, directly or indirectly, designate the calendar year of any limit on the amount of expenses payment to be made under this Agreement that may be reimbursed under an arrangement described in Code Section 105(b)is considered nonqualified deferred compensation.

Code Section 409A. (ai) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement herein (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Internal Revenue Code Section 409A and 409A, the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faithafter 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 409A; provided that any provision hereof is modified by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possiblepracticable, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (bii) If Notwithstanding any provision to the contrary in this Agreement and subject to subsection (iii), if the Executive is deemed on the date Date of “separation from service” Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject required to this Section, be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided at (subject to the date which is last sentence hereof) prior to the earlier of (Ai) the expiration of the six (6)-month period measured from the date of such his “separation from service” of the Executive, and (Bas such term is defined under Code Section 409A) or (ii) the date of the Executive’s his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to delayed if the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Delay Period and no such reimbursement or the Company shall pay the Executive an amount equal to the amount of expenses eligible for reimbursement such premiums paid by the Executive during the Delay Period promptly after its conclusion. 4. All other terms of the Agreement shall remain in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs full force and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)effect.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive Employee notifies the Company in writing Bank (with specificity as to the reason therefore) that the Executive Employee believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive Employee to incur any additional tax or interest under Code Section 409A and the Company Bank concurs with such belief or the Company Bank (without any obligation whatsoever to do so) independently makes such determination, the parties Bank shall, in good faithafter consulting with the Employee, 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Bank of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) If the Executive Employee is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the ExecutiveEmployee, and (B) the date of the ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 19(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If Whenever a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) 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 under payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the Bank referred to herein, shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant payment to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b)reimbursed.

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “"separation from service” " to be a “"specified employee” " within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “"separation from service” " of the Executive, and (B) the date of the Executive’s 's death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s 's presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year year, or the in-kind benefits provided, shall in any way affect the expenses eligible for reimbursement reimbursement, or the in-kind benefits to be provided, in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is 17.8.2.1. Notwithstanding anything else to the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpretcontrary herein, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from Code Section 409A or in compliance therewith, as applicable. If In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Executive notifies being subject to the payment of interest or any additional tax under Code Section 409A, the Company in writing (with specificity as and the Executive agree, to the reason therefore) extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive believes that shall not be required to substitute a cash payment for any non-cash benefit herein. 17.8.2.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement (or providing for the payment of any award amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of compensationemployment, including equity compensation or benefits) would cause unless such termination is also a “separation from service” within the Executive to incur any additional tax or interest under meaning of Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever payment thereof prior to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with a “separation from service” would violate Code Section 409A. To the extent that For purposes of any such provision hereof is modified by the parties of this Agreement relating to try any such payments or benefits, references to comply with a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, such modification the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in good faith and shallaccordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the maximum extent reasonably possible, maintain the original intent last day of the applicable provision without violating taxable year following the provisions of Code Section 409A. Notwithstanding taxable year in which such expenses were incurred by the foregoing, Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the Company expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be required subject to assume any economic burden in connection therewithliquidation or exchanged for another benefit. (b) 17.8.2.5. If the Executive is deemed on the date Date of “separation from service” Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at on the first business day following the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sumsum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then then, with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall shall, if required to avoid the imposition of additional tax or interest under Section 409A, be made or provided at the date which is the earlier of (Aof(A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company Employer concurs with such belief or the Company Employer (without any obligation whatsoever to do so) independently makes such determination, the parties Employer shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 16(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement Section 3(j), 9 or 12(a) hereof shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, except without limitation, the EICP, the SERP Program, and the EBPP)) and equity plan and grants applicable to Executive as the Employer determines in good faith to be required to comply with the requirements of Code Section 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant right to Section 5.1(c) reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) any limit on 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 may the foregoing shall not be reimbursed under an arrangement described in violated with regard to expenses covered by Code Section 105(b)105(h) that are subject to a limit related to the period in which the arrangement is in effect.

Code Section 409A. (a) It This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the intent requirements of Section 409A of the parties that payments Code and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (with specificity as to the reason therefore) that the Executive believes that and any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest applicable transition relief under Section 409A and of the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determinationCode). Nevertheless, the parties shalltax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Employer nor its directors, in good faithofficers, reform such provision to try to comply with Code employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewithCode. (b) If Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Executive’s disability or termination of employment, such amount or benefit will not be payable or distributable to the Executive is deemed on by reason of such circumstance unless (i) the date circumstances giving rise to such disability or termination of employment, as the case, may be, meet any description or definition of “disability” or “separation from service” ”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be a “specified employee” within the meaning of that term available under Section 409A(a)(2)(Bsuch definition), then with regard to any or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any benefit that is specified as subject to amount upon a disability or termination of employment, however defined. If this Sectionprovision prevents the payment or distribution of any amount or benefit, such payment or benefit distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “disability” or provided at “separation from service,” as the case, may be, or such later date as may be required by subsection (c) below. (c) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Employer under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of (A) the expiration of the six a date no later than thirty (6)-month period measured from the date of such “separation from service” of 30) days following the Executive’s death, and or (B) the date first day of the seventh month following the Executive’s death separation from service; and (ii) if the “Delay Period”). Upon payment or distribution is payable over time, the expiration amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Executive’s separation from service will be accumulated and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of (A) a date no later than thirty (30) days following the Executive’s death, or (B) the first day of the Delay Periodseventh month following the Executive’s separation from service, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in whereupon the absence of such delay) shall accumulated amount will be paid or reimbursed distributed to the Executive in a lump sum, and the normal payment or distribution schedule for any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafterdistributions will resume. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then then, with regard to any payment or the provision of any benefit that is specified as subject to this SectionSection 7.16, such payment or benefit shall shall, if required to avoid the imposition of additional tax or interest under Section 409A, be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (ai) It is the The intent of the parties Parties is that payments and benefits under this Agreement comply with Section 409A andof the Code and the regulations and guidance promulgated thereunder (except to the extent exempt as short-term deferrals or otherwise), and accordingly, to interpret, to the maximum extent permitted, this the Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing . (with specificity as ii) A termination of employment shall not be deemed to the reason therefore) that the Executive believes that have occurred for purposes of any provision of this Agreement (or providing for the payment of any award of compensation, including equity compensation amounts or benefits) would cause the Executive taxable benefits subject to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions Code upon or following a termination of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive employment unless such termination is deemed on the date of also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination of the Term,” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, U.S. Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. It is intended that each installment, if any, of the payments and benefits provided hereunder shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code; and if, as of the date of the “separation from service,” the Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code or any successor provision thereto), then with regard to any payment or the provision of any benefit that is specified as subject to this Sectionsection (whether under this Agreement, or pursuant to any other agreement with, or plan, program, payroll practice of, the Company) and is due upon or as a result of the Executive’s separation from service, such payment or benefit shall not be made or provided at provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A of the Code, until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service,” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”), and this Agreement and each such agreement, plan, program, or payroll practice shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 12(l) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is . (iii) All reimbursements and in-kind benefits provided under this Agreement or otherwise to be made promptly after a date, it the Executive shall be made within sixty or provided in accordance with the requirements of Section 409A of the Code and Section 409A-3(i)(1)(iv) (60or any successor regulation or official guidance) days thereafter. (c) Any expense reimbursement under to the extent that such reimbursements or in-kind benefits are subject to Section 409A of the Code. Under the relevant regulations, all such reimbursements and taxable benefits that are subject to Code Section 409A that are payable to the Executive pursuant the terms of this Agreement or otherwise, shall be subject to the following general rules: In no event be paid later than the end of the calendar year next following the calendar year in which the Executive incurs such expense or pays such related tax; With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the Executive’s taxable year following the taxable year in which such the expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).occurred. [SIGNATURES TO IMMEDIATELY FOLLOW]

Code Section 409A. (a) It Although the parties hereto do not expect payments hereunder to be subject to U.S. income taxation, in the event such U.S. income taxation were to apply to any payments hereunder, it is the intent of the parties that payments and benefits under this Agreement comply with Section 409A and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, 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 by the parties to try to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then then, with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall shall, if required to avoid the imposition of additional tax or interest under Section 409A, be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, except for (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant to Section 5.1(c) and (ii) any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b).

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company Employer concurs with such belief or the Company Employer (without any obligation whatsoever to do so) independently makes such determination, the parties Employer shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this SectionSection or is otherwise deferred compensation under Code Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 16(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. (c) Any expense reimbursement under this Agreement hereunder shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, except without limitation, the EICP, the SERP Program, and the EBPP) and equity plan and grants applicable to Executive as the Employer determines in good faith to be required to comply with the requirements of Code Section 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant right to Section 5.1(c) reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) any limit on 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 may the foregoing shall not be reimbursed under an arrangement described in violated with regard to expenses covered by Code Section 105(b105(h) that are subject to a limit related to the period in which the arrangement is in effect. Tax gross-up payments under the Agreement, if any, shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive pays such tax. (f) Any Accrued Obligations payable under Section 5 shall be paid in accordance with the provisions of the applicable plan, program or payroll practice. (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. 11 (h) If under this Agreement, an amount is paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. 17.

Code Section 409A. (a) It is the The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to interpret, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company in writing Employer (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company Employer concurs with such belief or the Company Employer (without any obligation whatsoever to do so) independently makes such determination, the parties Employer shall, in good faithafter 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 by the parties to try in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.409A. (b) If the Executive is deemed on the date of “separation from service” to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.16 16(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition to the foregoing, prior to the occurrence of a Disability termination as provided in Section 4(a) hereof, the payment of any compensation to Executive under this Agreement shall be suspended for a period of six months commencing at such time that Executive shall be deemed to have had a separation from service because either (i) a sick leave ceases to be a bona fide sick leave of absence, or (ii) the permitted time period for a sick leave of absence expires (an “SFS Disability”), without regard to whether such SFS Disability actually results in a Disability termination. Promptly following the expiration of such six-month period, all compensation suspended pursuant to the foregoing sentence (whether it would have otherwise been payable in a single sum or in installments in the absence of such suspension) shall be paid or reimbursed to Executive in a lump sum. If a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter, provided that if the terms of any plan or any deferral election provide for a different timing of payment, promptly means promptly at the time specified in such plan or deferral election. (c) Any expense reimbursement under this Agreement Section 9 or 12(a) hereof shall be made promptly upon Executive’s presentation to the Company of evidence of the fees and expenses incurred by the Executive and in all events on or before the last day of the taxable year following the taxable year in which such expense was incurred by the Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. Any expense reimbursement under Section 3(j) hereof that is taxable shall be made on or before March 15 of the calendar year following the calendar year in which such expenses are incurred. (d) Employer agrees to timely amend any and all employee benefit plans of Employer (including, except without limitation, the EICP, the SERP Program, and the EBPP)) and equity plan and grants applicable to Executive as the Employer determines in good faith to be required to comply with the requirements of Code Section 409A. (e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the limit on the amount of outplacement costs and expenses reimbursable pursuant right to Section 5.1(c) reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) any limit on 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 may the foregoing shall not be reimbursed under an arrangement described in violated with regard to expenses covered by Code Section 105(b)105(h) that are subject to a limit related to the period in which the arrangement is in effect.