Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall be interpreted to comply with or, to the extent possible, either be exempt from or comply with Code Section 409A of (including the Code, and the Treasury regulations and other published guidance promulgated thereunder to the extent applicable relating thereto) (collectively “Code Section 409A”)) so as not to subject the Executive to payment of any additional tax, and all penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed in a manner consistent with and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the requirements for avoiding taxes or penalties under Code Section 409A. Except timing and amount of any payment) to avoid the extent attributable to a breach imputation of this Agreement by the Company, in no event whatsoever will the Company be liable for any such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A. (bthe nearest extent reasonably possible) the intended benefit payable to the Executive. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that the Company determines may be considered “nonqualified deferred compensation” compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “"termination,” “" "termination of employment” " or like terms term, and the timing thereof, shall mean “such a separation from service.” If . Notwithstanding any other provision of this Agreement, in the event the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under as defined in Code Section 409A payable on account of the date the Executive incurs a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined , as so defined, to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted extent required by Code Section 409A, payments and benefits hereunder to which Code Section 409A would apply may not commence to the Executive until the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service (ias defined in Code Section 409A) or the right to reimbursement or in-kind date of the Executive’s death and any delayed payments and 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 paid and provided in any other taxable yearthe aggregate, provided that this clause without interest, no later than ten (ii10) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because days following such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) date. For purposes of Code Section 409A, the Executive’s 's right to receive any installment the payments pursuant to this Agreement and benefits hereunder shall be treated as a right to receive a series of separate and distinct paymentspayments and benefits. Whenever a payment under this Agreement or benefit hereunder specifies a payment or benefit period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”)days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the Executive, unless provided otherwise hereindirectly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted by the Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in parties is that payments and benefits under this Agreement: Agreement comply with or be exempt from Section 409A (a“Section 409A”) The parties agree that of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted to comply with or, and administered accordingly. Notwithstanding anything contained herein to the extent possiblecontrary, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed considered to have occurred terminated employment with the Employers for purposes of any provision of this Agreement providing for Agreement, unless the payment of any amounts or benefits Executive would be considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also to have incurred a “separation from service” from the Employers within the meaning of Code Section 409A and, (a “Separation from Service”). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any such payments described in Section 5 of this Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this AgreementAgreement to the contrary, references to a if, at the time of the Executive’s Separation from Service, the stock of the Employers (or any successor entity) is treated as “termination,publicly traded” “termination under Section 409A(a)(2)(B)(1) of employment” or like terms shall mean “separation from service.” If the Code and the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code said section, all payments which are subject to Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified 409A as deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined and which would otherwise be required to apply, such payment or benefit shall not be made or provided until the date which is upon such Separation from Service shall be made on the earlier of (i) the expiration first day of the first month commencing at least six (6)-month period measured 6) months following Executive’s Separation from the date of such “separation from service” of Executive, and Service or (ii) the date of the Executive’s death (death. To the “Delay Period”). Upon extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by 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 Executive on or before the last day of Executive’s taxable the year following the taxable year in which the expense occurredwas incurred and the amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided in any subsequent year. (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. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything The intent of the 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, or be exempt from, Code Section 409A and, accordingly, to the contrary contained in this Agreement: (a) The parties agree that maximum extent permitted, this Agreement and any equity-based compensation shall be interpreted to comply be in compliance therewith or exempt therefrom. If Executive notifies the Company (with or, specificity as to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions reason therefor) that Executive believes that any provision of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except any equity-based compensation (or of any award of compensation) would cause Executive to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for incur any additional tax, tax or interest or penalties that may be imposed on Executive under Code Section 409A and the Company concurs with such belief or any damages for failing the Company independently makes such determination, the Company shall, after 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 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 Company of the applicable provision without violating the provisions of Code Section 409A. (b) a. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such Executive’s “separation from service” of Executive, and (iiB) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during 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 and in the normal payment forms specified for them herein. (c) 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code 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 (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) c. 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. Whenever a In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered nonqualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b13.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach If any provision of this Agreement by contravenes Code Section 409A or would cause the CompanyExecutive to be subject to additional taxes, interest or penalties under Code Section 409A the Executive and the Company shall discuss in good faith modifications to this Agreement in order to mitigate or eliminate such taxes, interest or penalties. In making such modifications the Company and the Executive shall reasonably attempt to maintain the original intent of the applicable provision without contravening the provisions of Code Section 409A to the maximum extent practicable. In no event whatsoever will the Company be liable for any additional tax, interest interest, or penalties that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) 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 12.7(b13.11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to Payment of the contrary contained in this Agreement: (a) The parties agree that Performance Shares and this Agreement shall be interpreted are intended to comply with or, to the extent possible, be exempt from Section 409A of the Code, and shall be administered and construed in accordance with such intent. Accordingly, the regulations and guidance promulgated thereunder Corporation shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that it determines is necessary or appropriate to ensure compliance with Code Section 409A (provided that the Corporation shall choose the action that best preserves the value of payments provided to the extent applicable (collectively “Participant under this Agreement that is consistent with Code Section 409A”). In furtherance, and all but not in limitation, of the foregoing, notwithstanding any other provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, contrary: (a) in no event whatsoever will may the Company Participant designate, directly or indirectly, the calendar year of any payment to be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.made hereunder; (b) A termination if at the time of employment shall not be deemed to have occurred for purposes the Participant’s separation from service, the Corporation determines that the Participant is a “specified employee” within the meaning of any provision Code Section 409A, payments, if any, hereunder that constitute a “deferral of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A and that would otherwise become due on account of such separation from service shall be delayed and all such delayed payments shall be paid in full upon or the earlier to occur of (i) a date during the thirty-day period commencing six months and one day following such separation from service and (ii) the date of the Participant’s death, provided that such delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); and (c) notwithstanding any other provision of this Agreement to the contrary, a termination or retirement of Participant's employment unless such termination is also hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A and, for purposes of with respect to any such provision of this Agreement, references to payments hereunder that constitute a “termination,deferral of compensation” “termination under Code Section 409A that become due on account of employment” or like terms shall mean “such separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from For purposes of Section 409A of the Code, and the regulations and other guidance promulgated thereunder to the extent applicable there under and any state law of similar effect (collectively “Code Section 409A”), and all provisions of each payment that is paid pursuant to this Agreement shall is hereby designated as a separate payment. Further (i) no severance or benefits to be construed in a manner consistent with the requirements for avoiding taxes paid or penalties under Code Section 409A. Except provided to the extent attributable Executive, if any, pursuant to a breach of this Agreement by the Companythat, in no event whatsoever when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will the Company be liable for any additional tax, interest paid or penalties that may be imposed on otherwise provided until Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also has had a “separation from service” within the meaning of Code Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A andpursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, for purposes and (iii) in the case of (i) and (ii), any such provision of reference in this Agreement, references Agreement to a “termination,” or “termination of employment” or like terms any similar term shall be construed to mean a “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of Section 409A. The parties intend that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration 409A so that none of the Delay Period payments or benefits will be subject to Executive in a lump sum with interest at the prime rate during the Delay Periodadverse tax penalties imposed under Section 409A, and any remaining ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits due provided in connection with Executive’s termination under this Agreement shall be paid exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in accordance connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the normal time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment dates or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in the normal payment forms specified for them herein. (c) With regard to a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that provides for reimbursement of costs and expenses any reimbursements or in-kind benefits, except as permitted by Code benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the right to calendar year following the year in which the expense was incurred by Executive, (ii) shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed administered in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for so that any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment amount or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement hereunder shall be paid or provided in accordance a manner that is either exempt from or compliant with the normal requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code. (b) 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 (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment dates of such Non-Exempt Deferred Compensation would be effected, by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, or the application of a different form of payment, such payment or distribution shall be made at the time and in the normal payment forms specified for them hereinform that would have applied absent the non-409A-conforming event. (c) With regard Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any provision herein that provides for reimbursement permissible acceleration of costs and expenses payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or in-kind benefits, except as permitted by Code Section 409A, (j)(4)(vi) (payment of employment taxes): (i) the right to reimbursement amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or in-kind benefits shall not be subject to liquidation or exchange for another benefitprovided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (ii) the amount normal payment or distribution schedule for any remaining payments or distributions will resume at the end of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in 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 409A and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinfinal regulations thereunder.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” ”, “termination of employment” or like terms shall mean “separation from service.” ”. If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply”, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with sum, increased by an amount equal to interest on such payments for the Delay Period at a rate equal to the prime rate during in effect as of the Delay Perioddate the payment was first due (for this purpose, the prime rate will be based on the rate published from time to time in The Wall Street Journal), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b13.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (ciii) 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (div) 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. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything Although the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement, it is intended that this Agreement will comply with, or be exempt from, Section 409A to the contrary contained in this Agreement: extent the Agreement (aor any benefit or payment provided hereunder) The parties agree that this is subject thereto, and the Agreement shall be interpreted to comply on a basis consistent with or, such intent. Notwithstanding any provision to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed contrary in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If if Executive is deemed on the date of termination his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B1.409A-1(i)), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from that is required to be delayed pursuant to Section 409 409A(a)(2)(B) of the Code (A) is determined after taking into account any applicable exceptions to applysuch requirement), such payment or benefit shall not be made or provided until on the date which that is the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such Executive’s “separation from service,” of Executive, and or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 6.15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to . Notwithstanding any provision herein of this Agreement to the contrary, 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 provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (iand corollary terms) with the right Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefits benefit arrangements of the Company and its affiliates that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall not be subject to liquidation or exchange for another benefit, applicable: (iii) the amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during under any taxable such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement, or in-kind benefits, benefits to be provided provided, under such arrangement in any other taxable yearcalendar year (provided, provided that that, this clause (iii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and effect), (iiiii) such payments shall any reimbursement must be made on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which the expense occurred. was incurred, and (diii) For the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment 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. 409A. 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. Notwithstanding anything herein, unless provided otherwise herein.Executive shall be responsible for payment of any applicable personal tax liabilities associated with the receipt of income or benefits pursuant to this Agreement. [The remainder of this page intentionally blank]

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties Parties agree that this Agreement shall be interpreted is intended to comply with or, to the extent possible, be exempt from requirements of Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and all provisions construe this Agreement in a manner that does not result in the imposition on the Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be construed in treated as a manner consistent with the requirements separate payment for avoiding taxes or penalties under Code purposes of Section 409A. Except to Notwithstanding the extent attributable to a breach of this Agreement by foregoing, except for the Company’s withholding right, in no event whatsoever will if any tax is assessed under Section 409A, the Company Executive shall be liable solely responsible for any additional payment of such tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If ” (c) Notwithstanding anything herein to the contrary, in the event that the Executive is deemed a “specified employee” (within the meaning of Section 409A) on the date of termination of the Executive’s employment with the Company and the payments described in Section 6.4(a) or Section 6.5, as applicable, to be a “specified employee” paid within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the first six (6)-month period measured from 6) months following the date of such termination of employment (the “separation from service” Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (i) any portion of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6.4(a) or Section 6.5, as applicable, (ii) any portion of such payments that exceed the Limit (and would have been payable during the Initial Payment Period but for the Limit) shall be paid, in lump sum, on the first (1st) business day after the six- (6-) month anniversary of the Executive’s termination of employment, and (iiiii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence any portion of such delay) payments that are payable after the Initial Payment Period shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodtimes set forth in Section 6.4(a) or Section 6.5, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them hereinas applicable. (cd) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) all such payments shall be made on or before the last day of Executive’s taxable calendar year following the taxable calendar year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted is intended to comply with or, to the extent possible, be exempt from requirements of Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and all provisions construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A, provided, however, that the Employee understands and agrees that the Company shall not be held liable or responsible for any taxes, penalties, interests or other expenses incurred by the Employee on account of non-compliance with Section 409A. (a) For purposes of Section 409A, each installment payment or payroll period amount provided under this Agreement shall be construed in treated as a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.separate payment. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 409A. (c) If Executive the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion and that is not exempt from Section 409 409A as involuntary separation pay or a short-term deferral (A) is determined to applyor otherwise), such payment or benefit shall not be made or provided until the date which is the earlier of (i) the first regular payroll date following the expiration of the six (6)-month period measured from the date of such “separation from service” of Executivethe Employee, and or (ii) the date of Executivethe Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during the Delay Periodwithout interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (cd) 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 this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) all such payments shall be made on or before the last day of Executive’s taxable calendar year following the taxable calendar year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to To the contrary contained in this Agreement: (a) The extent applicable, the parties agree intend that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under applicable provisions of Code Section 409A. Except to the extent attributable to a breach of 409A, including any regulations or other guidance promulgated thereunder. For purposes thereof: (a) each payment under this Agreement by the Company, in no event whatsoever will the Company shall be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. treated as a separate payment; (b) A the exclusions for short-term deferrals and payments on account of involuntary termination of employment shall not be deemed applied to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A fullest extent applicable; (c) payments to be made upon or following a termination of employment unless such or on account of Executive’s Separation Date that are deemed to constitute deferred compensation within the meaning of Code Section 409A shall be made upon Executive’s “separation from service” as determined thereunder; (d) any reference herein to the termination is also a of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be deemed to refer to the date of his “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 409A; (e) if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard payments that are deemed to any payment or the provision of any benefit that is considered nonqualified constitute deferred compensation under within the meaning of Code Section 409A and that are payable on account of a “Executive’s separation from service,” if no exemption , shall be delayed for six months as required under Code Section 409A, and shall be made when first permitted, without liability for interest or exclusion from loss of investment opportunity thereon; and (f) all reimbursements and in-kind payments hereunder that constitute deferred compensation within the meaning of Code Section 409 (A) is determined to apply, such payment or benefit 409A shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided provide in accordance with the normal payment dates and in the normal payment forms specified for them hereinrequirements of such section. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement that constitute deferred compensation shall be interpreted to comply with exempt from, or, to the extent if that is not possible, be exempt from then shall comply with, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in such intent. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits considered “nonqualified benefit that constitutes deferred compensation” under Code Section 409A compensation upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, the Executive and (ii) 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 12.7(b11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything This Agreement is intended to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, as amended and will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein to the contrary, if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A of the Code, then with respect to such amounts: (i) if at the time of Executive’s separation from service from Company, Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the regulations and guidance promulgated thereunder deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the extent applicable Code, then Company will defer the commencement of the payment of any such amounts hereunder (collectively “Code without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service from Company (or the earliest date as is permitted under Section 409A”409A of the Code), and all provisions (ii) each payment of two or more installment payments made under this Agreement shall be construed in designated as a manner consistent with “separate payment” within the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach meaning of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A of the Code. Any amounts of deferred compensation that are payable by reason of Executive’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a paid unless such termination of employment unless such termination is also constitutes a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision Section 409A of this Agreement, the Code and references to a the employee’s “termination,” or “termination of employment” or like terms and words and phrases of similar meaning shall mean “separation from service.” If Executive is deemed on the date of termination be construed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of require a “separation from service,” for purposes of Section 409A of the Code. B. If any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if no exemption or exclusion from Section 409 (A) is determined to apply, deferral will make such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration other benefits compliant under Section 409A of the six (6)-month period measured from Code, or otherwise such payment or other benefits shall be restructured, to the date of such “separation from service” of Executiveextent possible, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum manner, determined by Company, that does not cause such an accelerated or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them hereinadditional tax. (c) With regard to C. To the extent any provision herein that provides for reimbursement of costs and expenses reimbursements or in-kind benefitsbenefits due Executive under this Agreement constitutes “deferred compensation” under Section 409A of the Code, except as permitted by Code Section 409A, (i) the right to reimbursement any such reimbursements or in-kind benefits shall not be subject paid to liquidation or exchange for another benefit, (ii) Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall consult with Executive in good faith regarding the amount implementation 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, provisions of this paragraph; provided that this clause (ii) neither Company nor any of its employees or representatives shall not be violated have any liability to Executive with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurredrespect thereto. (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. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment that is conditioned upon Executive’s execution of a release and that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, service and (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinliquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply with or, be in compliance therewith. Severance benefits under the Agreement are intended to the extent possible, be exempt from Section 409A of under the Code“short-term deferral” exception, to the maximum extent applicable, and then under the regulations and guidance promulgated thereunder “separation pay” exception, to the maximum extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in applicable. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.409A; provided that amounts are paid in accordance with the terms set forth herein. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” ” (c) If the Executive is deemed a Specified Employee, within the meaning of Section 409A, on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a his “separation from service,” if no exemption or exclusion as defined in Treasury Regulation Section 1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the meaning of Section 409 (A) is determined to apply, such payment or benefit 409A shall not be made or provided until paid on the date which that is the earlier of (i) the expiration of the six (6)-month period measured from the date of 6) months following such “separation from service” of Executive, and (ii) or the date of Executive’s death death, if earlier, but only to the extent necessary to avoid the imposition of additional taxes under Section 409A. (d) To the “Delay Period”). Upon the expiration of the Delay Period, all payments and extent that reimbursements or other in-kind benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified constitute “nonqualified deferred compensation” for them herein. (c) With regard to any provision herein that provides for reimbursement purposes of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (de) 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. Whenever a . (f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject 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, offset by any other amount unless provided otherwise herein.permitted by Section 409A.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Employee pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Employee under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Employee to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination constitute a deferral of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” compensation within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references the Code are payable by reference to a “termination,” Employee’s “termination of employment,” or like such term and similar terms shall mean “separation be deemed to refer to Employee’s Separation from service.” If Executive is deemed on the date of termination Service. Employee hereby agrees to be a bound by the Company’s determination of its “specified employeeemployees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration each such payment that is conditioned upon Employee’s execution of the six (6)-month period measured from the date of such “separation from service” of Executive, a release and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant that is to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive provided during a designated period that begins in one taxable year and ends in a lump sum with interest at the prime rate during the Delay Periodsecond taxable year, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of Employee’s Separation from Service, each such payment dates that is payable upon Employee’s Separation from Service and would have been paid prior to the six-month anniversary of Employee’s Separation from Service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Employee’s Separation from Service and (B) the date of Employee’s death. Any reimbursement payable to Employee pursuant to this Agreement shall be conditioned on the submission by Employee of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Employee within 30 days following receipt of such expense reports, but in no event later than the normal payment forms specified last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinliquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything any provision to the contrary contained in this the Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to if the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement Employee is deemed by the Company, in no event whatsoever will Company at the Company be liable for any additional tax, interest time of his or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation her 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 Executive is deemed on the date of termination Service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provision extent delayed commencement of any benefit that portion of the termination benefits to which the Employee is considered nonqualified deferred compensation entitled under Code this Agreement is required in order to avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to applythe Code, such payment or benefit portion of the Employee’s termination benefits shall not be made or provided until to the date which is Employee prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation the Employee’s Separation from service” of Executive, and Service with the Company or (ii) the date of Executivethe Employee’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to Executive this Section 3(c) shall be paid in a lump sum with interest at to the prime rate during Employee (or the Delay PeriodEmployee’s estate or beneficiaries), and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) . For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 409A1.409A-2(b)(2)(iii)), Executivethe Employee’s right to receive any the installment payments payable pursuant to this Agreement (the “Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinpayment.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that Although the Company does not guarantee the particular tax treatment of the Restricted Stock Units granted under this Agreement, the grant of Restricted Stock Units under this Agreement is intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and this Agreement shall be limited, construed and interpreted to comply in accordance with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in such intent. In no event whatsoever will shall the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on Executive under Code you by Section 409A of the Code or any damages for failing to comply with Code Section 409A.409A of the Code. (b) To the extent any payment made under this Agreement constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code (a “409A Covered Award”), the following provisions shall apply: (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement a 409A Covered Award providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of the Participant’s employment unless such termination is also a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreementthe 409A Covered Award, references to a “termination,” “termination of employment” or like terms shall mean “separation Separation from service.” If Executive Service. Notwithstanding any provision to the contrary in this Agreement, if the Participant is deemed on the date of the Participant’s termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A(a)(2)(B)409A, then with regard to any such payment or under a 409A Covered Award, to the provision extent required to be delayed in compliance with Section 409A(a)(2)(B) of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to applythe Code, such payment or benefit shall not be made or provided until the date which is prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation the Participant’s Separation from service” of ExecutiveService, and (ii) the date of Executivethe Participant’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all All payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayparagraph 9(b)(i) shall be paid or reimbursed to the Participant on the first business day of the seventh month following the expiration date of the Delay Period to Executive in a lump sum with interest at Participant’s Separation from Service or, if earlier, on the prime rate during date 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 and in the normal payment forms specified for them hereinParticipant’s death. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 a 409A Covered Award 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”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the contrary contained in this Agreement: (a) The parties agree that extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to comply with orbe in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent possible, be exempt from required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and the regulations and guidance promulgated thereunder Participant shall not be considered to have separated from service with the extent applicable (collectively “Code Section 409A”), and all provisions Company for purposes of this Agreement and no payment shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except due to the extent attributable to a breach of Participant under this Agreement by on account of a separation from service until the Company, in no event whatsoever will the Company Participant would be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed considered to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also incurred a “separation from service” from the Company within the meaning of Code Section 409A and, for purposes of any such provision the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, references to the extent that any amounts are payable upon a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term service and such payment would result in accelerated taxation and/or tax penalties under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to applythe Code, such payment payment, under this Agreement or benefit any other agreement of the Company, shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day after the date that is six (6) months following the expiration such separation from service (or death, if earlier). The Company makes no representation that any or all of the Delay Period to Executive payments described in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be paid or provided in accordance with solely responsible for the normal payment dates of any taxes and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code penalties incurred under Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) 409A. 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. Whenever making a payment under this Agreement specifies Agreement, if any amount is payable as a payment period with reference result of a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a number “change in ownership or effective control” of days (e.g., the Company or a “payment shall be made within thirty (30) days following change in the date ownership of termination”), a substantial portion of the actual date assets” of payment the Company within the specified period shall be within the sole discretion meaning of the Company, unless provided otherwise herein.Section 409A.

Code Section 409A. Notwithstanding anything Although the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement, it is intended that this Agreement will comply with, or be exempt from, Section 409A to the contrary contained in this Agreement: extent the Agreement (aor any benefit or payment provided hereunder) The parties agree that this is subject thereto, and the Agreement shall be interpreted to comply on a basis consistent with or, such intent. Notwithstanding any provision to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed contrary in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If if Executive is deemed on the date of termination his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B1.409A-1(i)), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from that is required to be delayed pursuant to Section 409 409A(a)(2)(B) of the Code (A) is determined after taking into account any applicable exceptions to applysuch requirement), such payment or benefit shall not be made or provided until on the date which that is the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such Executive’s “separation from service,” of Executive, and or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 6.15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to . Notwithstanding any provision herein of this Agreement to the contrary, 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 provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (iand corollary terms) with the right Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefits benefit arrangements of the Company and its Affiliates that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall not be subject to liquidation or exchange for another benefit, applicable: (iii) the amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during under any taxable such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement, or in-kind benefits, benefits to be provided provided, under such arrangement in any other taxable yearcalendar year (provided, provided that that, this clause (iii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and effect), (iiiii) such payments shall any reimbursement must be made on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which the expense occurred. was incurred, and (diii) For the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment 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. 409A. 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. Notwithstanding anything herein, unless provided otherwise hereinExecutive shall be responsible for payment of any applicable personal tax liabilities associated with the receipt of income or benefits pursuant to this Agreement.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to 10.1 To the extent possible, that any payments to be exempt from made to Executive upon a termination of employment are subject to Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment with the Company shall not have occurred unless such termination is also and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 10.2 Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Code Section 409A andof the Code, 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 Company determines that Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit that is considered nonqualified deferred compensation Executive becomes entitled to under Code Section 409A payable this Agreement on account of a “Executive’s separation from service,” if no exemption or exclusion from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409 (A409A(a) is determined to applyof the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment or shall not be payable and such benefit shall not be made or provided until the date which that is the earlier of (ia) the expiration of the six (6)-month period measured from the date of such “6) months and one (1) day after Executive’s separation from service” , or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of Executivethis provision, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration balance of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been installments shall be payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum accordance with interest at the prime rate during the Delay Period, their original schedule. 10.3 All in-kind benefits provided and any remaining payments and benefits due expenses eligible for reimbursement under this Agreement shall be paid provided by the Company or provided incurred by Executive during the time periods set forth in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by 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 Agreement. All reimbursements shall be made on or before paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of Executive’s the taxable year following the taxable year in which the expense occurredwas incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) For purposes 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of Code the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A409A of the Code, Executive’s right to receive any installment the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party. This Section 10 shall be treated as a right apply only to receive a series the extent required to avoid Executive’s incurrence of separate and distinct payments. Whenever a any tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement specifies a payment period with reference to a number would constitute an impermissible acceleration of days (e.g.payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, “payment such payments 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 no earlier than at such times allowed under Section 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified ‘‘non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “‘termination,” “‘termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Delay_ Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your 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 In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach If any provision of this Agreement by contravenes Code Section 409A or would cause the CompanyExecutive to be subject to additional taxes, interest or penalties under Code Section 409A the Executive and the Company shall discuss in good faith modifications to this Agreement in order to mitigate or eliminate such taxes, interest or penalties. In making such modifications the Company and the Executive shall reasonably attempt to maintain the original intent of the applicable provision without contravening the provisions of Code Section 409A to the maximum extent practicable. In no event whatsoever will the Company be liable for any additional tax, interest interest, or penalties that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) 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 12.7(b13.11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) 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 12.7(b) clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, unless 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 otherwise hereinduring any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified ‘‘non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “‘termination,” “‘termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your 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 In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed 409A. Notwithstanding any other payment schedule provided herein to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A andcontrary, 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 if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit under Section 1 that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(d) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement . A termination of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits employment shall not be subject deemed to liquidation have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or exchange for another benefit, benefits that constitute “nonqualified deferred compensation” (iiwithin the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the amount meaning of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because 409A and, for purposes of any such expenses are subject provision of this Agreement, references to a limit related to the period the arrangement is in effect and (iii) such payments “termination,” “termination of employment” or like terms shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurredmean “separation from service. (d) ” For purposes of Code Section 409A, Executive’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a payment period with reference result of Executive’s termination of employment are subject to Executive’s execution and delivery of a number Release, (A) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of days the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (e.g.B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “payment nonqualified deferred compensation” (within the meaning of Section 409A) shall be made within thirty (30in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 31 days following the date of termination”Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the actual date that is 55 days following the date of payment Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the specified period meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d), such amounts shall be within paid in a lump sum on the sole discretion first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), on the Companyfirst payroll period to occur in the subsequent taxable year, unless provided otherwise hereinif later.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, and service or (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as subject to liquidation or exchange for any other benefit. To the extent that the Severance Payment payable hereunder is deemed to be a right to receive a series of separate and distinct payments. Whenever substitute for a payment provided under this Agreement specifies a payment period another agreement with reference to a number of days (e.g.the Executive, “payment then the Severance Payment payable hereunder shall be made within thirty (30) days following paid at the date of termination”), same time and in the actual date of same form as such substituted payment within to the specified period shall be within the sole discretion extent required to comply with Section 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the CodeInternal Revenue Code of 1986, and as amended (together with the regulations and guidance promulgated thereunder to the extent applicable (collectively thereunder, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the requirements for avoiding taxes or penalties under maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with by Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified constituting deferred compensation” compensation under Code Section 409A upon or following a termination of employment unless such termination of employment 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” employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) 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 12.7(b9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and All 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 reimbursements under this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments Agreement shall be made on or before prior to the last day of Executive’s the taxable year following the taxable year in which such expenses were incurred by the expense occurredExecutive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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 sixty (3060) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, and service or (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as subject to liquidation or exchange for any other benefit. To the extent that the Severance Payment payable hereunder is deemed to be a right to receive a series of separate and distinct payments. Whenever substitute for a payment provided under this Agreement specifies a payment period another agreement with reference to a number of days (e.g.the Executive, “payment then the Severance Payment payable hereunder shall be made within thirty (30) days following paid at the date of termination”), same time and in the actual date of same form as such substituted payment within to the specified period shall be within the sole discretion extent required to comply with Section 409A of the Company, unless provided otherwise herein.Code. ​ ​ ​

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A of the Code 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 Notwithstanding any other provision herein, if Executive is deemed on the date of termination to be a “specified employeeSpecified Employee,” within the meaning of as that term under Code is defined in Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit under this Agreement that is considered nonqualified deferred compensation under Code Section 409A of the Code payable on account of a “separation from service,” if no exemption or exclusion and that is not exempt from Section 409 409A of the Code as involuntary separation pay or a short-term deferral (A) is determined to applyor otherwise), such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date that is ten (10) days after the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodwithout interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable Code (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive Employee under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of ExecutiveEmployee, and (ii) the date of ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b9(a) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) . For purposes of Code Section 409A, ExecutiveEmployee’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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your 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 In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing is intended to comply with Code Section 409A. (b) A 409A, or to qualify for an exemption thereunder, and shall be construed and administered in a manner which does not result in additional tax or interest to Employee under Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. For purposes of Code Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A made upon or following a termination of employment unless such termination is also a “separation from service” as defined under Code Section 409A. If Employee is a “specified employee” (within the meaning of Code Section 409A and, for purposes of 409A(a)(2)(B) or any such successor provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(Bthereto), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A payable on account as deferred compensation and is due upon or as a result of a Employee’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to applynotwithstanding any contrary provision under this Agreement, such payment or benefit shall not be made or provided provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Code Section 409A, until the date which is the earlier of (iA) the expiration of the six (6)-month 6)‐month period measured from the date of such “separation from service,” of Executive, and (iiB) the date of ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 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 on the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during the Delay Periodlump‐sum, and any remaining payments and benefits benefit due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. in this Agreement. To the extent that payments and benefits under this Agreement are deferred compensation subject to Code Section 409A and are contingent upon Employee’s taking any employment‐related action, including without limitation execution (cand non‐revocation) of another agreement, such as a release agreement, and the period within which such action(s) may be taken by Employee would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year. With regard respect to any provision herein that provides for reimbursement of costs and expenses taxable reimbursements or in-kind benefitsbenefits provided for under this Agreement or otherwise payable to Employee, except as permitted by Code Section 409AXxxxxxxx (a) shall make all such reimbursements no later than Employee’s taxable year following the taxable year in which the expense was incurred, (ib) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitother benefits. Notwithstanding the foregoing, (ii) Xxxxxxxx makes no representations that the amount of expenses eligible for reimbursement, or in-kind benefits, payments and benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 comply with reference to a number Code Section 409A and in no event shall Xxxxxxxx be liable for all or any portion of days (e.g.any taxes, “payment shall penalties, interest or other expenses that may be made within thirty (30) days following the date incurred by Employee on account of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.non-compliance with Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree intent of the Parties is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the CodeInternal Revenue Code of 1986, and as amended (together with the regulations and guidance promulgated thereunder to the extent applicable (collectively thereunder, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the requirements for avoiding taxes or penalties under maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with by Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified constituting deferred compensation” compensation under Code Section 409A upon or following a termination of employment unless such termination of employment 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” employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of such “separation from service” of the Executive, and (ii) 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 12.7(b11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and All 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 reimbursements under this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments Agreement shall be made as soon as practicable and in any event on or before prior to the last day of Executive’s the taxable year following the taxable year in which such expenses were incurred by the expense occurredExecutive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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 sixty (3060) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that Certain compensation and benefits payable under this Agreement shall be interpreted are intended to comply with or, to the extent possible, be exempt from the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the regulations and other official guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all other compensation and payments are intended to comply with Code Section 409A. The provisions of this Agreement shall be construed and interpreted in a manner consistent that compensation and benefits are either exempt from or compliant with the requirements for avoiding taxes application of Code Section 409A, and which does not result in additional tax or penalties interest to Executive under Code Section 409A. Except to the extent attributable to a breach Notwithstanding any other provision of this Agreement to the contrary, if upon Executive’s termination of employment Executive is a specified employee, as defined in Code Section 409A(a)(2)(B), and if any portion of the payments or benefits to be received by Executive upon separation from service would be considered deferred compensation under Code Section 409A, then such payments shall be delayed until the Companyearliest of (a) the date that is at least six months after Executive terminates employment for reasons other than Executive’s death, (b) the date of Executive’s death, or (c) any earlier specified date that does not result in no event whatsoever will the Company be liable for any additional tax, tax or interest or penalties that may be imposed on to Executive under Code Section 409A or any damages for failing 409A. As soon as practicable after the expiration of such period, the entire amount of the delayed payments shall be paid to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for Executive in a single lump sum. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms employment shall mean “separation from service.” If Executive is deemed on be construed consistently with the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account definition of a “separation from service,” if no exemption or exclusion from under Code Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) 409A. With regard respect to any provision herein that provides for reimbursement of costs and expenses taxable reimbursements or in-kind benefitsbenefits provided for under this Agreement or otherwise payable to Executive, except as permitted by Code Section 409Athe Company (a) shall make all such reimbursements no later than Executive’s taxable year following the taxable year in which the expense was incurred, (ib) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (c) 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 other benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect . Each payment and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 benefit payable under this Agreement specifies a payment period with reference is intended to a number constitute separate payments for purposes of days (e.g., “payment shall be made within thirty (30Section l.409A-2(b)(2) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinTreasury Regulations.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except interpreted to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code exempt from Section 409A or any damages for failing to comply with Code Section 409A. (b) in compliance therewith, as applicable. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” compensation under Code Section 409A upon or following a termination of employment employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this AgreementAgreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or All reimbursements as provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) herein shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided payable in accordance with the normal payment dates and Company’s policies in the normal payment forms specified for them herein. (c) With regard effect from time to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitstime, 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 but in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments event shall be made on or before prior to the last day of Executive’s the taxable year following the taxable year in which such expenses were incurred by you. Notwithstanding any other section of this Agreement, if you are a "Specified Employee" at the expense occurred. time of your Separation from Service, payments or distribution of property to you provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (d) For purposes of Code as defined in Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement ) shall be treated as a right to receive a series deferred until the six month anniversary of separate such Separation from Service and distinct payments. Whenever a payment under this Agreement specifies a payment all such amounts that would have been paid during such period with reference to a number of days (e.g., “payment but for the deferral shall be made within thirty (30) days following paid immediately upon the date six month anniversary of termination”such Separation from Service to the extent required in order to comply with Section 409A and Treas. Reg. Section 1.409A-3(i)(2), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive's death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d)(ii) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” If Executive is deemed on (within the meaning of Code Section 409A) due under this Agreement as a result of Executive's termination of employment are subject to Executive's execution and delivery of a Release Agreement, in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be a made to Executive that are conditioned on the Release Agreement and are treated as “specified employeenonqualified deferred compensation” (within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A409A) is determined to apply, such payment or benefit shall not be made or provided until in the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executivelater taxable year, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits any such amounts that are delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(d)(iv) shall be paid or reimbursed in a lump sum on the first business day payroll period to occur in the subsequent taxable year. (v) To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(c) after March 15 of the calendar year following the expiration of calendar year in which the Delay Period Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum with interest at on the prime rate during Applicable March 15 (or the Delay Period, first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and any remaining payments and benefits due under this Agreement the installments of the severance payment payable after the Applicable March 15 shall be paid or provided in accordance reduced by such excess (beginning with the normal payment dates installment first payable after the Applicable March 15 and in continuing with the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) next succeeding installment until the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because aggregate reduction equals such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) excess). For purposes of Code Section 409A, the Executive’s 's right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “deferred compensation” for purposes of Code Section 409A be subject 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, offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties Parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach If any provision of this Agreement by contravenes Code Section 409A or would cause the CompanyExecutive to be subject to additional taxes, interest or penalties under Code Section 409A the Executive and the Company shall discuss in good faith modifications to this Agreement in order to mitigate or eliminate such taxes, interest or penalties. In making such modifications the Company and the Executive shall reasonably attempt to maintain the original intent of the applicable provision without contravening the provisions of Code Section 409A to the maximum extent practicable. In no event whatsoever will the Company be liable for any additional tax, interest interest, or penalties that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) 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 12.7(b13.11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree hereto intend that this Agreement shall all benefits and payments to be interpreted to comply with or, made to the extent possible, Participant hereunder will be exempt from provided or paid to him in compliance with all applicable provisions of Code Section 409A of and the Coderegulations issued thereunder, and the regulations rulings, notices and other guidance promulgated thereunder to issued by the extent applicable (collectively “Code Section 409A”)Internal Revenue Service interpreting the same, and all provisions of this Agreement shall be construed and administered in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except such intent. The parties also agree that this Agreement may be modified, as reasonably requested by either party, to the extent attributable necessary to a breach comply with all applicable requirements of, and to avoid the imposition of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or and penalties that may be imposed on Executive under under, Code Section 409A in connection with, the benefits and payments to be provided or any damages for failing paid to comply with the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the Participant of the applicable provision of this Agreement, to the maximum extent possible without violating Code Section 409A. (b) A All payments to be made upon a termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing may only be made upon a "separation from service" under Code Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of a payment. (c) Any payments hereunder that qualify for the payment of any amounts "short-term deferral" exception or benefits considered “nonqualified deferred compensation” another exception under Code Section 409A upon shall be paid under the applicable exception. (d) Notwithstanding the foregoing or following anything to the contrary contained in any other provision of this Agreement, if the Participant is a termination "specified employee" at the time of employment unless such termination is also a “his "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 Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under hereunder designated as being subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit and this Subsection shall not be made or provided until the date which is the earlier of first business day after (i) the expiration of the six (6)-month period measured 6) months from the date of such “his separation from service” of Executive, and or (ii) if earlier, the date of Executive’s his death (the “Delay Period”"Delayed Payment Date"). Upon On the expiration Delayed Payment Date, there shall be paid to the Participant or, if he has died, to his estate, in a single cash lump sum, an amount equal to the aggregate amount of the Delay Period, all payments and benefits delayed pursuant to this the preceding sentence. The term "specified employee" shall mean any individual who, at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate), is a “specified employee” under Code Section 12.7(b) 409A, as determined by the Company (whether they would have otherwise been payable in a single sum or in installments in its delegate). The determination of "specified employees," including the absence number and identity of such delay) persons considered "specified employees" and identification date, shall be paid made by the Company (or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided its delegate) in accordance with the normal payment dates provisions of Sections 416(i) and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree To extent that the Executive would otherwise be entitled to any payment or benefit under this Agreement shall be interpreted or any plan or arrangement of DST or its affiliates, that constitutes “deferred compensation” subject to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable Code (collectively “Code Section 409A”), ) and all provisions that if paid during the six months beginning on the date of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A Executive’s termination of employment shall not would be deemed subject to have occurred for purposes additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a “specified employee” (within the meaning of any provision Section 409A and as determined from time to time by the Compensation Committee of this Agreement providing for DST), the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of DST (within the meaning of Section 409A) or the Executive’s death. In addition, any amounts payment or benefits considered “nonqualified deferred compensation” under Code Section 409A benefit due upon or following a termination of employment unless such termination is also that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” within as defined in Treas. Reg. 1.409A-1(h). To the meaning of Code Section 409A andextent applicable, for purposes of any such provision of each severance payment made under this AgreementAgreement shall be deemed to be separate payments, references to a “termination,” “termination of employment” or like terms and amounts payable under this Agreement shall mean “separation from service.” If Executive is be deemed on the date of termination not to be a “specified employeedeferral of compensation” within subject to Section 409A to the meaning extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of that term under Code Section 409A(a)(2)(B)Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, then with regard to the extent any payment expense reimbursement or the provision of any in-kind benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) this Agreement is determined to applybe subject to Section 409A, the amount of any such payment expenses eligible for reimbursement, or benefit shall not be made or provided until the date which is the earlier provision of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except as permitted by Code Section 409Afor any life-time or other aggregate limitation applicable to medical expenses), (i) in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefits shall not benefit be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement that constitute deferred compensation shall be interpreted to comply with exempt from, or, to the extent if that is not possible, be exempt from then shall comply with, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in such intent. In no event whatsoever will shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits considered “nonqualified benefit that constitutes deferred compensation” under Code Section 409A compensation upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, the Executive and (ii) 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 12.7(b11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree hereto intend that this Agreement shall all benefits and payments to be interpreted to comply with or, made to the extent possible, Participant hereunder will be exempt from provided or paid to him in compliance with all applicable provisions of Code Section 409A of and the Coderegulations issued thereunder, and the regulations rulings, notices and other guidance promulgated thereunder to issued by the extent applicable (collectively “Code Section 409A”)Internal Revenue Service interpreting the same, and all provisions of this Agreement shall be construed and administered in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except such intent. The parties also agree that this Agreement may be modified, as reasonably requested by either party, to the extent attributable necessary to a breach comply with all applicable requirements of, and to avoid the imposition of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or and penalties that may be imposed on Executive under under, Code Section 409A in connection with, the benefits and payments to be provided or any damages for failing paid to comply with the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the Participant of the applicable provision of this Agreement, to the maximum extent possible without violating Code Section 409A. (b) A All payments to be made upon a termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing may only be made upon a "separation from service" under Code Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of a payment. (c) Any payments hereunder that qualify for the payment of any amounts "short-term deferral" exception or benefits considered “nonqualified deferred compensation” another exception under Code Section 409A upon shall be paid under the applicable exception. (d) Notwithstanding the foregoing or following anything to the contrary contained in any other provision of this Agreement, if the Participant is a termination "specified employee" at the time of employment unless such termination is also a “his "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 Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under hereunder designated as being subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit and this Subsection shall not be made or provided until the date which is the earlier of first business day after (i) the expiration of the six (6)-month period measured 6) months from the date of such “his separation from service” of Executive, and or (ii) if earlier, the date of Executive’s his death (the “Delay Period”"Delayed Payment Date"). Upon On the expiration Delayed Payment Date, there shall be paid to the Participant or, if he has died, to his estate, in a single cash lump sum, an amount equal to aggregate amount of the Delay Period, all payments and benefits delayed pursuant to this the preceding sentence. The term "specified employee" shall mean any individual who, at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate), is a specified employee under Code Section 12.7(b) 409A, as determined by the Company (whether they would have otherwise been payable in a single sum or in installments in its delegate). The determination of "specified employees," including the absence number and identity of such delay) persons considered "specified employees" and identification date, shall be paid made by the Company (or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided its delegate) in accordance with the normal payment dates provisions of sections 416(i) and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to compliance therewith. To the extent attributable to a breach of this Agreement by the Company, that any provision hereof is modified in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing 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 Company of the applicable provision without violating the provisions of Code Section 409A. (bii) 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 amount or benefits considered benefit that constitutes “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation compensation” under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (iiB) the date of 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 12.7(b15(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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (ciii) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (ix) all expense or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiz) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (div) 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. 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”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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 provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) compliance therewith. 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 non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive the Restricted Person is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the day after the expiration of the six (6)-month six-month period measured from the date of such the Restricted Person’s “separation from service,” of Executive, and (iiB) the date of Executivethe Restricted Person’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 4.1 (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 on to the first business day following the expiration of the Delay Period to Executive Restricted Person in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms as specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) . For purposes of Code Section 409A, Executivethe Restricted Person’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 In no event shall any of days (e.g.Parent, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.MergerSub, or the Surviving Corporation be liable for any additional tax, interest or penalty that may be imposed on the Restricted Person by Code Section 409A.

Code Section 409A. Notwithstanding anything The intent of the parties is that payments and benefits under the Agreement comply with Section 409A of Code to the contrary contained in this Agreement: (a) The parties agree that this extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to comply with orbe in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent possible, be exempt from required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment Participant shall not be deemed considered to have occurred separated from service with the Company for purposes of any provision the Agreement and no payment shall be due to the Participant under the Agreement on account of this Agreement providing for a separation from service until the payment of any amounts or benefits Participant would be considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also to have incurred a “separation from service” from the Company 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 Executive is deemed on the date of termination to be a “specified employee” Code. Any payments described in the Agreement that are due within the meaning of that “short-term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code deferral period” as defined in Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit the Code shall not be made or provided until treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the date which is contrary in the earlier of (i) Agreement, to the expiration extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the six (6)-month period measured from Code, such payment, under the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration Agreement or any other agreement of the Delay PeriodCompany, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed made on the first business day after the date that is six (6) months following the expiration such separation from service (or death, if earlier). The Company makes no representation that any or all of the Delay Period payments described in the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to Executive in a lump sum with interest at preclude Section 409A of the prime rate during the Delay Period, and Code from applying to any remaining payments and benefits due under this Agreement such payment. The Participant shall be paid or provided in accordance with solely responsible for the normal payment dates of any taxes and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code penalties incurred under Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) 409A. 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. Whenever making a payment under this Agreement specifies the Agreement, if any amount is payable as a payment period with reference result of a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a number “change in ownership or effective control” of days (e.g., the Company or a “payment shall be made within thirty (30) days following change in the date ownership of termination”), a substantial portion of the actual date assets” of payment the Company within the specified period shall be within the sole discretion meaning of the Company, unless provided otherwise herein.Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Section 409A of the Code (as defined in the Employment Agreement) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”), or any for damages for failing to comply with Code Section 409A. (b) 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits considered benefit that constitutes “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on Notwithstanding any other provision of this Agreement to the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)contrary, then with regard to in no event shall any payment or the provision of any benefit under this Agreement that is considered constitutes “nonqualified deferred compensation under compensation” for purposes of Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined be subject to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have offset by any other amount unless otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 409A. Any amounts payable under this Agreement specifies that are contingent on the execution or re-execution, as applicable, and non-revocation of this Agreement and involves a payment consideration time period with reference to a number of days (e.g.that begins in one calendar year and ends in the next calendar year, “payment shall will be made within thirty (30) days following paid as soon as practicable in the date of termination”)second calendar year even if the Executive executed or re-executed, as applicable, this Agreement and such release becomes irrevocable in the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinfirst calendar year.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of compliance therewith. Notwithstanding any provision of this Agreement providing for to the payment contrary, in the event that Executive is a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by Employer as in effect on the date of termination of Executive’s employment) (a “specified employee”), any payments or benefits that are considered non-qualified deferred compensation subject to Code Section 409A payable under this Agreement on account of a “separation from service” during the six (6) month period immediately following the separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s “separation from service” within the meaning of Code Section 409A or, if earlier, upon Executive’s death. 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 amounts or benefits payment to be made under this Agreement that is considered “nonqualified deferred compensation” under Code Section 409A upon or following a . References to termination of employment unless such termination is also and similar terms in Paragraph 6 of this Agreement shall mean 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 Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefits that are considered non-qualified deferred compensation subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent compliance therewith or exempt therefrom. If Employee notifies the Company (with the requirements for avoiding taxes or penalties under Code Section 409A. Except specificity as to the extent attributable to a breach reason therefor) that Employee believes that any provision of this Agreement by the Company(or of any award of compensation, in no event whatsoever will the Company be liable for including equity compensation or benefits) would cause Employee to incur any additional tax, tax or interest or penalties that may be imposed on Executive under Code Section 409A and the Company concurs with such belief or any damages for failing the Company independently makes such determination, the Company shall, after consulting with Employee, reform such provision to try to comply with Code Section 409A. (b) 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of ExecutiveEmployee, and (iiB) the date of ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during 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 and in the normal payment forms specified for them herein. (c) . With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of ExecutiveEmployee’s taxable year following the taxable year in which the expense occurred. (d) . For purposes of Code Section 409A, ExecutiveEmployee’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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree intent of the Parties is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the CodeInternal Revenue Code of 1986, and as amended (together with the regulations and guidance promulgated thereunder to the extent applicable (collectively thereunder, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the requirements for avoiding taxes or penalties under maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with by Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified constituting deferred compensation” compensation under Code Section 409A upon or following a termination of employment unless such termination of employment 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” employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and All 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 reimbursements under this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments Agreement shall be made as soon as practicable and in any event on or before prior to the last day of Executive’s the taxable year following the taxable year in which such expenses were incurred by the expense occurredExecutive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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 sixty (3060) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted and the amounts payable hereunder are intended to qualify for an exemption from, or alternatively to comply with orthe requirements of, to the extent possible, be exempt from Section 409A of the Code, and shall be interpreted in accordance with such intent. Notwithstanding the regulations and guidance promulgated thereunder foregoing, to the extent applicable (collectively “Code any amount payable hereunder is subject to taxes, penalties or interest under Section 409A”)409A of the Code, and all provisions of this Agreement the Executive shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be solely liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts such taxes, penalties or benefits considered interest. (b) The payment of each amount payable under the Agreement shall be deemed a separate “nonqualified deferred compensationpayment” under Code for purposes of Section 409A upon or of the Code. (c) With respect to any amount payable hereunder that is subject to Section 409A of the Code, the following a provisions shall apply: (i) For any such amount that is payable on the Executive’s termination of employment unless such employment, references to the Executive’s termination is also a of employment, Date of Termination and other similar terms shall mean the Executive’s “separation from service” (or the date thereof) as defined in Section 1.409A-1(h) of the U.S. Treasury Regulations, as amended, applying the default terms thereof; (ii) For any such amount that is payable on account of the Executive’s termination of employment occurring at a time when the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code), if the payment of such amount would otherwise occur within the meaning first six months following the Executive’s Date of Code Section 409A andTermination, for purposes then the payment of any such provision amount shall be delayed without interest until, and paid in a lump sum together with all other such delayed amounts on, the earlier of this Agreement, references to a “termination,” “termination (x) the date which is six months and one day following the Executive’s Date of employment” or like terms shall mean “separation from service.” If Executive is deemed on Termination and (y) the date of termination to be the Executive’s death. The determination of whether the Executive is a “specified employee” within the meaning of Section 409A of the Code as of his Date of Termination shall be determined by the Company under procedures adopted by the Company; and (iii) For any such amount that term under Code is a reimbursement of expenses incurred or an in-kind benefit (within the meaning of Section 409A(a)(2)(B409A of the Code), then with regard to any payment the reimbursement or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or in-kind benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement requirements 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 this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive's death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(f)(ii) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” If Executive is deemed on (within the meaning of Code Section 409A) due under this Agreement as a result of Executive's termination of employment are subject to Executive's execution and delivery of a Release Agreement, in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be a made to Executive that are conditioned on the Release Agreement and are treated as “specified employeenonqualified deferred compensation” (within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A409A) is determined to apply, such payment or benefit shall not be made or provided until in the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executivelater taxable year, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits any such amounts that are delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(f)(iv) shall be paid or reimbursed in a lump sum on the first business day payroll period to occur in the subsequent taxable year. (v) To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(e) after March 15 of the calendar year following the expiration of calendar year in which the Delay Period Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum with interest at on the prime rate during Applicable March 15 (or the Delay Period, first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and any remaining payments and benefits due under this Agreement the installments of the severance payment payable after the Applicable March 15 shall be paid or provided in accordance reduced by such excess (beginning with the normal payment dates installment first payable after the Applicable March 15 and in continuing with the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) next succeeding installment until the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because aggregate reduction equals such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) excess). For purposes of Code Section 409A, the Executive’s 's right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “deferred compensation” for purposes of Code Section 409A be subject 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, offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (bi) 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 non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (cii) 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (diii) For purposes of Code Section 409A, Executive’s your 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 In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, and service or (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as subject to liquidation or exchange for any other benefit. To the extent that the Severance Payment payable hereunder is deemed to be a right to receive a series of separate and distinct payments. Whenever substitute for a payment provided under this Agreement specifies a payment period another agreement with reference to a number of days (e.g.the Executive, “payment then the Severance Payment payable hereunder shall be made within thirty (30) days following paid at the date of termination”), same time and in the actual date of same form as such substituted payment within to the specified period shall be within the sole discretion extent required to comply with Section 409A of the Company, unless provided otherwise herein.Code. ​ ​ ​ ​ ​

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The Although the Company does not guarantee to Executive any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the parties agree that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed administered and interpreted to be in a manner consistent with compliance therewith. The parties agree to reasonably cooperate to take all further actions necessary to satisfy the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision providing of any benefit that is considered nonqualified deferred compensation under made subject to this Section 10(b), to the extent required to be delayed in compliance with Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply409A(a)(2)(B), such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of such Executive’s “separation from service,” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 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 to Executive in a lump sum on the first business day following the expiration end of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to Executive shall be paid at the time provided by the Company’s applicable policies and customary practices, but in no event shall be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits to be provided during any taxable year shall not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits to be provided in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For In the event that any payment is determined to be payable to Executive under this Agreement or any other agreements and such payment is conditioned upon Executive’s executing and delivering (and not thereafter revoking) a release of claims, then if the period during which Executive is entitled to consider the release of claims (and to revoke the release, if applicable) spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (i) the end of any revocation period (assuming that Executive does not revoke) or (ii) the first business day of the second calendar year (regardless of whether Executive used the full time period allowed for consideration), all as required 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. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified ‘‘non- qualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “‘termination,” “‘termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non- qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month six-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your 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 In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date Date of termination Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month 6-month period measured from the date of such “separation from service” of Executive, and (iiB) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b8(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. 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. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement ​ are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, and service or (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as subject to liquidation or exchange for any other benefit. To the extent that the Severance Payment payable hereunder is deemed to be a right to receive a series of separate and distinct payments. Whenever substitute for a payment provided under this Agreement specifies a payment period another agreement with reference to a number of days (e.g.the Executive, “payment then the Severance Payment payable hereunder shall be made within thirty (30) days following paid at the date of termination”), same time and in the actual date of same form as such substituted payment within to the specified period shall be within the sole discretion extent required to comply with Section 409A of the Company, unless provided otherwise herein.Code. ​ ​

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under the Employment Agreement and this Agreement that constitute deferred compensation shall be interpreted to comply with exempt from, or, to the extent if that is not possible, be exempt from then shall comply with, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by such intent. In no event whatsoever shall the Company, in no event whatsoever will the Company KORE and/or their affiliates be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any for damages for failing to be exempt from or comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits considered “nonqualified benefit that constitutes deferred compensation” under Code Section 409A compensation upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, the Executive and (ii) 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 12.7(b5(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your 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 In no event may you, directly or indirectly, designate the calendar year of any payment to be made 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 that is considered non-qualified deferred compensation. To indicate your acceptance of the Company’s offer, unless please sign and date this letter in the space provided otherwise herein.below and return it to Xxxxx Xxxxxxxx via email to xxxxxxxxx@xxxxxxx.xxx or fax to (000) 000-0000. This offer will terminate if not accepted by you on or before September 28, 2012. Sincerely, Cerecor Inc. /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx Chief Executive Officer ACCEPTED AND AGREED: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, M.D., Ph.D. Date: September 28, 2012 Attachment 1. Adjunct Assistant Professor, Xxxxx Xxxxxxx Medical School

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) 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 12.7(b) clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, unless 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 otherwise herein.during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. 8

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A (applying the default definition thereof) 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 termination a separation from service (within the meaning of Code Section 409A, applying the default definition thereof) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) 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 12.7(b) clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive without interest in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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. EMPLOYMENT AGREEMENT Xxxxxxxx X. Prior, unless III (d) 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 otherwise herein.during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred EMPLOYMENT AGREEMENT Xxxxxxxx X. Prior, III

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted and the amounts payable hereunder are intended to qualify for an exemption from, or alternatively to comply with orthe requirements of, to the extent possible, be exempt from Section 409A of the Code, and shall be interpreted in accordance with such intent. Notwithstanding the regulations and guidance promulgated thereunder foregoing, to the extent applicable (collectively “Code any amount payable hereunder is subject to taxes, penalties or interest under Section 409A”)409A of the Code, and all provisions of this Agreement the Executive shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be solely liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts such taxes, penalties or benefits considered interest. (b) The payment of each amount payable under the Agreement shall be deemed a separate “nonqualified deferred compensationpayment” under Code for purposes of Section 409A upon or of the Code. (c) With respect to any amount payable hereunder that is subject to Section 409A of the Code, the following a provisions shall apply: (i) For any such amount that is payable on the Executive’s termination of employment unless such employment, references to the Executive’s termination is also a of employment, Date of Termination and other similar terms shall mean the Executive’s “separation from service” (or the date thereof) as defined in Section 1.409A-1(h) of the U.S. Treasury Regulations, as amended, applying the default terms thereof; (ii) For any such amount that is payable on account of the Executive’s termination of employment occurring at a time when the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code), if the payment of such amount would otherwise occur within the meaning first six months following the Executive’s Date of Code Section 409A andTermination, for purposes then the payment of any such provision amount shall be delayed without interest until, and paid in a lump sum together with all other such delayed amounts on, the earlier of this Agreement, references to a “termination,” “termination (x) the date which is six months and one day following the Executive’s Date of employment” or like terms shall mean “separation from service.” If Executive is deemed on Termination and (y) the date of termination to be the Executive’s death. The determination of whether the Executive is a “specified -12- employee” within the meaning of Section 409A of the Code as of his Date of Termination shall be determined by the Company under procedures adopted by the Company; and (iii) For any such amount that term under Code is a reimbursement of expenses incurred or an in-kind benefit (within the meaning of Section 409A(a)(2)(B409A of the Code), then with regard to any payment the reimbursement or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or in-kind benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement requirements 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 this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment that is conditioned upon Executive’s execution of a release and that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, service and (iiB) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Perioddeath, all payments and benefits delayed if such delay is legally required to comply with Section 409A. Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinliquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “"Code Section 409A”)") and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment that are considered "non-qualified deferred compensation" under Code Section 409A unless such termination is also a “"separation from service” " within the meaning of 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 Executive is you are deemed on the date of termination to be a “"specified employee” " within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “"separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, " such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month six-month period measured from the date of such “your "separation from service” of Executive", and (iiB) the date of Executive’s your death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your 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 In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with orThis Agreement, to the extent possibleit provides for payments to or on behalf of the Employee that are subject to Code section 409A, is intended to comply with Code section 409A and all applicable regulations and other generally applicable guidance issued thereunder. The Company reserves the right to modify or amend this Agreement in its discretion with or without the consent of the Employee to the extent necessary for the Agreement to comply with Code section 409A. In the event that the terms of the Agreement or any payments under the Agreement violate Code section 409A, the Employee shall be solely liable for payment of any taxes, including excise taxes, interest and penalties associated therewith. (b) Notwithstanding anything in this Plan to the contrary, to the extent that any amount or benefit that would constitute non-exempt from “deferred compensation” for purposes of Section 409A of the CodeCode would otherwise be payable or distributable hereunder by reason of Employee’s termination of employment, and the regulations and guidance promulgated thereunder such amount or benefit will not be payable or distributable to the extent applicable Employee by reason of such circumstance unless (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with i) the requirements for avoiding taxes or penalties under Code Section 409A. Except circumstances giving rise to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A such termination of employment shall not be deemed to have occurred for purposes meet any description or definition of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code in Section 409A andof the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), for purposes 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 such provision of this Agreement, references to amount upon a “termination,” “termination of employment” , however defined. If this provision prevents the payment or like terms distribution of any amount or benefit, such payment or distribution shall mean be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (c) Notwithstanding anything in this Plan to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” If Executive for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan by reason of the Employee’s separation from service during a period in which he or she is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(BSpecified Employee (as defined below), then with regard then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the provision Employee’s right to receive payment or distribution of any benefit that is considered nonqualified such non-exempt deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not will be made or provided delayed until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day of the seventh month following the expiration Employee’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Employee’s separation from service will be accumulated and the Employee’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Delay Period Employee’s death or the first day of the seventh month following the Employee’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive in a lump sum with interest at the prime rate during Employee and the Delay Period, and 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 and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurreddistributions will resume. (d) For purposes of this agreement, the term “Specified Employee” has the meaning given such term in 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 409A and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the final regulations thereunder (e.g., “payment shall be made within thirty (30) days following the date of terminationFinal 409A Regulations”), provided, however, that, as permitted in the actual date Final 409A Regulations, the Company’s Specified Employees and its application of payment within the specified period six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be within determined in accordance with rules adopted by the sole discretion Company, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, unless provided otherwise hereinincluding the Plan and this agreement. /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Date: February 22, 2023 Date: February 22, 2023 This Bring Down Release Agreement (“Agreement”) between Genworth Financial, Inc. (the “Company”) and Xxxxxx Xxxxxxx (the “Employee”) is hereby incorporated and made part of the Transition, Severance and Release Agreement between the Company and Employee dated on or about February 22, 2023 (the “Severance Agreement,” hereby incorporated by reference).

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) 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 12.7(b) clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, unless 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 otherwise herein.during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) A termination of employment shall not be deemed Notwithstanding any other payment schedule provided herein to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within contrary, if 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 Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit under this Section 1 that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(d)(ii) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (ciii) With regard A termination of employment shall not be deemed to have occurred for purposes of any provision herein 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” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that provides for reimbursement any payments of costs and expenses or in-kind benefits, except as permitted by “nonqualified deferred compensation” (within the meaning of Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be due under this Agreement as a result of Executive’s termination of employment are subject to liquidation or exchange for another benefitExecutive’s execution and delivery of a Release Agreement, (ii) in any case where the amount date of expenses eligible for reimbursementtermination of employment and the Release Expiration Date fall in two separate taxable years, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, payments required to be provided made to Executive that are conditioned on the Release Agreement and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in any other the later taxable year, provided and any such amounts that are delayed pursuant to this clause (iiSection 1(d)(iv) shall not be violated with regard paid in a lump sum on the first payroll period to expenses reimbursed under any arrangement covered by Code occur in the subsequent taxable year. (v) To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 105(b1(c) solely because such expenses are subject to a limit related to after March 15 of the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable calendar year following the taxable calendar year in which the expense occurred. Separation occurs (dthe “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the severance payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). For purposes of Code Section 409A, the Executive’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “deferred compensation” for purposes of Code Section 409A be subject 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, offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A of the Code 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 Notwithstanding any other provision herein, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of ”, as that term under Code is defined in Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit under this Agreement that is considered nonqualified deferred compensation under Code Section 409A of the Code payable on account of a “separation from service,” if no exemption or exclusion and that is not exempt from Section 409 409A of the Code as involuntary separation pay or a short-term deferral (A) is determined to applyor otherwise), such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date that is ten (10) days after the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 7 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodwithout interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary contained in contrary, the following provisions shall apply to all benefits and payments provided under this AgreementAgreement by Company to Executive: (a) The parties agree that payment hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service. (b) If Executive is a specified employee (as determined by Company in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (i) Executive’s death or (ii) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) It is the Parties’ intent that the payments, benefits, and entitlements to which Executive could become entitled under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder, and, accordingly, this Agreement will be interpreted to comply be consistent with or, such intent. (d) While the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the extent possible, be exempt from implication of any penalty taxes under Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the shall Company be liable for any additional tax, interest interest, or penalties that may be imposed on Executive under Code as a result of Section 409A of the Code or any damages incurred by Executive for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them hereinCode. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) a. The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) 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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s 's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) c. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s 's taxable year following the taxable year in which the expense occurred. (d) d. For purposes of Code Section 409A, Executive’s '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, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a1) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent applicable (collectively “Code Section 409A”)permitted, and all provisions of this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes compliance therewith or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for exempt therefrom. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your 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. (2) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, unless for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided otherwise hereinuntil the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) compliance therewith. 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 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,” “nonrenewal,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (cb) 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, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (dc) 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. Whenever a In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number that is considered nonqualified deferred compensation. In no event shall the timing of Executive’s execution of the General Release, directly or indirectly, result in Executive designating the calendar year of payment, and if Executive’s employment is terminated during the last sixty (60) days (e.g.of any calendar year, “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 no earlier than January 1 of the Companyfollowing calendar year. In no event whatsoever shall the Company be liable for any additional tax, unless provided otherwise herein.interest or penalty that may be imposed on Executive by Code Section 409A or any damages for failing to comply with Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive's death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(g) (ii) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” If Executive is deemed on (within the meaning of Code Section 409A) due under this Agreement as a result of Executive's termination of employment are subject to Executive's execution and delivery of a Release Agreement, in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be a made to Executive that are conditioned on the Release Agreement and are treated as “specified employeenonqualified deferred compensation” (within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A409A) is determined to apply, such payment or benefit shall not be made or provided until in the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executivelater taxable year, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits any such amounts that are delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(g)(iv) shall be paid or reimbursed in a lump sum on the first business day payroll period to occur in the subsequent taxable year. (v) To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(f) after March 15 of the calendar year following the expiration of calendar year in which the Delay Period Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum with interest at on the prime rate during Applicable March 15 (or the Delay Period, first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and any remaining payments and benefits due under this Agreement the installments of the severance payment payable after the Applicable March 15 shall be paid or provided in accordance reduced by such excess (beginning with the normal payment dates installment first payable after the Applicable March 15 and in continuing with the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) next succeeding installment until the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because aggregate reduction equals such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) excess). For purposes of Code Section 409A, the Executive’s 's right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “deferred compensation” for purposes of Code Section 409A be subject 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, offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply with or, be in compliance therewith. Severance benefits under the Agreement are intended to the extent possible, be exempt from Section 409A of under the Code“short-term deferral” exception, to the maximum extent applicable, and then under the regulations and guidance promulgated thereunder “separation pay” exception, to the maximum extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in applicable. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.409A, provided that amounts are paid in accordance with the terms set forth herein. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” has occurred on or like terms shall mean “separation from servicebefore the Termination Date.” (c) If the Executive is deemed a Specified Employee, within the meaning of Section 409A, on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a his “separation from service,” if no exemption or exclusion as defined in Treasury Regulation Section 1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the meaning of Section 409 (A) is determined to apply, such payment or benefit 409A shall not be made or provided until paid on the date which that is the earlier of (i) the expiration of the six (6)-month period measured from the date of 6) months following such “separation from service” of Executive, and (ii) or the date of Executive’s death death, if earlier, but only to the extent necessary to avoid the imposition of additional taxes under Section 409A. (d) To the “Delay Period”). Upon the expiration of the Delay Period, all payments and extent that reimbursements or other in-kind benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified constitute “nonqualified deferred compensation” for them herein. (c) With regard to any provision herein that provides for reimbursement purposes of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (de) 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. Whenever a . (f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject 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, offset by any other amount unless provided otherwise herein.permitted by Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, 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, unless provided otherwise herein.and

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the CodeInternal Revenue Code of 1986, and as amended (together with the regulations and guidance promulgated thereunder to the extent applicable (collectively thereunder, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the requirements for avoiding taxes or penalties under maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with by Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified constituting deferred compensation” compensation under Code Section 409A upon or following a termination of employment unless such termination of employment 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” employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and All 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 reimbursements under this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments Agreement shall be made on or before prior to the last day of Executive’s the taxable year following the taxable year in which such expenses were incurred by the expense occurredExecutive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement 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 sixty (3060) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.