Common use of Code Section 409A Clause in Contracts

Code Section 409A. It is intended that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (including any applicable exemptionsii) and, If Executive is a “specified employee” (as defined in the event of any inconsistency between any provision Section 409A of the Plan Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Treasury Regulation prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be deemed paid or distributed to include any similar Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or successor provisions thereto(C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (aiii) The To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive Performance RSU Award including each component RSU Award part thereof is and the Company determine that any payments or benefits payable under this Agreement intended to be exempt from comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A under of the short-term deferral exception set forth in Code Section orCode, in Executive and the alternativeCompany agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A.409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (biv) Notwithstanding anything Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of accordance with Treasury Regulation Section 1.409A-1(c)(3)(v)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, then and Executive’s right to the extent that the Executive Performance RSU award, in whole or in part, is reimbursement for such amounts shall not be subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to liquidation or exchange for any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathother benefit.

Code Section 409A. It is intended that Payments made pursuant to this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under the short-term deferral exception set forth in this Agreement are subject to Code Section or, in the alternative, 409A and this Agreement fails to comply with that section’s requirements, the requirements of Section 409A. (b) Notwithstanding anything in Company may, at the Plan or Company’s sole discretion, and without the Employee’s consent, amend this Agreement to the contrary, if the Participant should become subject cause it to the 6-month delay rule of Treasury Regulation comply with Code Section 1.409A-1(c)(3)(v), then to 409A or otherwise be exempt from Code Section 409A. To the extent that the Executive Performance RSU award, in whole or in part, is subject required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Participant is Employee shall not be deemed to have had a Specified Termination unless the Employee (has incurred a “separation from service” as defined below) as of the date of Separation from Service (as defined belowin Treasury Regulation §1.409A-1(h), distributions with respect and amounts that would otherwise be payable pursuant to any RSUs that have been deferred may not this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made before paid on the first business day after the date that is six (6) months after following the date of Separation from Service orEmployee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the ParticipantEmployee’s death.Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or to otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisers shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that (a) To the extent applicable, this Agreement and the Plan shall be designed and operated within the requirements of interpreted in accordance with Code Section 409A (including any applicable exemptions) and, in the event and Department of any inconsistency between Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become Company determines that any compensation or benefits payable under this Agreement may be subject to Code Section 409A, the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCompany may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), then or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Code Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code Section 409A, and/or (ii) comply with the requirements of Code Section 409A; provided, however, that this Section 6.8(a) shall not create any obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. (b) If Key Colleague is a “specified employee” (as defined in Code Section 409A), as determined by the Company in accordance with Code Section 409A, on the date of Key Colleague’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Code Section 409A and the Participant delayed payment or distribution of all or any portion of such amounts to which Key Colleague is entitled under this Agreement is required in order to avoid a Specified Employee (as defined below) as of the date of Separation from Service (as defined belowprohibited distribution under Code Section 409A(a)(2)(B)(i), distributions with respect then such portion delayed pursuant to any RSUs that have been deferred may not this Section 6.8(b) shall be made before paid or distributed to Key Colleague in a lump sum on the earlier of (i) the date that is six (66)-months and one day following Key Colleague’s Separation from Service, (ii) months after the date of Separation from Service orKey Colleague’s death or (iii) the earliest date as is permitted under Code Section 409A. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) To the extent that any payments or reimbursements provided to Key Colleague under this Agreement are deemed to constitute compensation to Key Colleague to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, if earliersuch amounts shall be paid or reimbursed reasonably promptly, the date but not later than December 31 of the Participantyear following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the amount of payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Key Colleague’s deathright to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. It is intended that this The benefits described in and provided by the Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code as amended, and its corresponding regulations and related guidance (“Section or409A”), in the alternative, or to otherwise comply with the requirements of Section 409A.409A if it is determined that Section 409A applies to the Agreement. To the extent that any payments made under this Agreement are determined to be subject to Section 409A, the following shall apply to such payment(s): (a) all payments to be made upon a termination of employment may only be made upon a “separation from service” under Section 409A; (b) Notwithstanding for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation shall be treated as a separate payment of compensation; and (c) notwithstanding anything in the Plan or this Agreement to the contrary, if the Participant should become subject to the 6-month delay rule is a “specified employee” of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to a publicly traded corporation under Section 409A and the Participant if payment of any amount under this Agreement is required to be delayed for a Specified Employee (as defined below) as period of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after separation from service pursuant to Section 409A, payment of such amount shall be delayed as required by Section 409A, and the date accumulated postponed amount shall be paid in a lump-sum payment within ten (10) days after the end of Separation from Service orthe six-month period (or within sixty (60) days after death, if earlier, the date of ). 12 In no event may the Participant’s death., directly or indirectly, designate the calendar year of a payment. No action or failure to act pursuant to this Section shall subject the Bank or the Holding Company thereof to any claim, liability, or expense, and neither the Bank nor the Holding Company shall have any obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A.

Code Section 409A. It is intended that (a) Notwithstanding anything in this Agreement and to the Plan be designed and operated within contrary, to the requirements of Code Section 409A (including extent that any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan amount or this Agreement and Section 409A, the provisions benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A shall control. Any provision of the Internal Revenue Code of 1986, as amended (the “Code”), would otherwise be payable or distributable hereunder by reason of Associate’s termination of employment, such amount or benefit will not be payable or distributable to Associate by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Plan Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or Agreement that is determined to violate (ii) the requirements payment or distribution of such amount or benefit would be exempt from the application of Section 409A shall be void and without effect. Any provision that is required of the Code by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under reason of the short-term deferral exception set forth in Code exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section or, in the alternative, to comply with the requirements of Section 409A.409A-compliant “separation from service.” (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if the Participant should become subject to the 6any amount or benefit that would constitute non-month delay rule exempt “deferred compensation” for purposes of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and of the Participant Code would otherwise be payable or distributable under this Agreement by reason of Associate’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) as (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, Associate’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Associate’s death or the first day of the date of Separation seventh month following Associate’s separation from Service service; and (as defined below), distributions with respect to any RSUs that have been deferred may not be made before ii) if the date that payment or distribution is six (6) months after the date of Separation from Service or, if earlierpayable over time, the date amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Associate’s separation from service will be accumulated and Associate’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Associate’s death or the first day of the Participantseventh month following Associate’s deathseparation from service, whereupon the accumulated amount will be paid or distributed to Associate and the normal payment or distribution schedule for any remaining payments or distributions will resume.

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and 4(c)(ii) and (iv) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall control. Any provision mean Executive’s Separation from Service. (ii) If Executive is a “specified employee” (as defined in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to appear in the Plan extent that the payments or benefits under this Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Treasury Regulation prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(o)(ii) shall be deemed paid or distributed to include any similar Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or successor provisions thereto(C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (aiii) The To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive Performance RSU Award including each component RSU Award part thereof is and the Company determine that any payments or benefits payable under this Agreement intended to be exempt from comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A under of the short-term deferral exception set forth in Code Section orCode, in Executive and the alternativeCompany agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A.409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (biv) Notwithstanding anything Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of accordance with Treasury Regulation Section 1.409A-1(c)(3)(v)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, then and Executive’s right to the extent that the Executive Performance RSU award, in whole or in part, is reimbursement for such amounts shall not be subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to liquidation or exchange for any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathother benefit.

Code Section 409A. It is intended All payments that may be made and benefits that may be provided pursuant to this Agreement and the Plan be designed and operated within the requirements of Code are intended to qualify for an exclusion from Section 409A (including of the Code and any applicable exemptions) related regulations or other pronouncements thereunder and, in to the event of any inconsistency between any provision of the Plan or this Agreement and Section 409Aextent not excluded, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate meet the requirements of Section 409A shall be void and without effectof the Code. Any provision that is required by payments made under Section 409A to appear in 10 of this Agreement which are paid on or before the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and last day of the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under applicable period for the short-term deferral exception set forth exclusion under Treasury Regulation § 1.409A-1(b)(4) are intended to be excluded under such short-term deferral exclusion. Any remaining payments under Section 10 are intended to qualify for the exclusion for separation pay plans under Treasury Regulation § 1.409A-1(b)(9). Each payment made under Section 10 shall be treated as a “separate payment,” as defined in Treasury Regulation § 1.409A-2(b)(2), for purposes of Code Section or409A. Further, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding notwithstanding anything in the Plan or Agreement to the contrary, if all severance payments payable under the Participant should become subject provisions of Section 10 shall be paid to the 6-month delay rule Employee no later than the last day of Treasury Regulation the second calendar year following the calendar year in which occurs the date of the Employee’s termination of employment. None of the payments under this Agreement are intended to result in the inclusion in the Employee’s federal gross income on account of a failure under Section 1.409A-1(c)(3)(v)409A(a)(1) of the Code. The parties intend to administer and interpret this Agreement to carry out such intentions. However, then the Employer does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in the Employee’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the Code or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the Executive Performance RSU awardright to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, in whole the payment shall be paid (or in part, is subject to Section 409A and provided) as follows: if the Participant Employee is a “Specified Employee (as defined belowEmployee” within the meaning of Section 409A(a)(2)(B)(i) as of the Code on the date of the Employee’s termination (the “Separation from Service (as defined belowDate”), distributions with respect to any RSUs and if an exemption from the six month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no such payment that have been deferred may not is payable on account of the Employee’s termination shall be made before or commence during the period beginning on the Separation Date and ending on the date that is six (6) months after following the date of Separation from Service Date or, if earlier, on the date of the ParticipantEmployee’s death. The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to the Employee on the first day of the first calendar month following the end of the period.

Code Section 409A. It This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that end, this Agreement and the Plan shall at all times be designed and operated within the requirements of Code interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including any applicable exemptionsamendments and actions with retroactive effect) and, in the event of any inconsistency between any provision as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Plan Code. Further: (a) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six (6)-month period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that Executive may receive under this Agreement and Section 409A, the provisions shall be treated as a “separate payment” for purposes of Section 409A shall control. Any provision in of the Plan or Code. (d) Payments under this Agreement that is determined are intended to violate be exempt from the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A of the Code to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed maximum extent possible, whether pursuant to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth described in Code Treasury Regulation Section or1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. Any payments and benefits provided under this Agreement may be accelerated in time or schedule by the Company, in the alternativeits sole discretion, to comply with the requirements extent permitted by Section 409A of Section 409A.the Code. (be) Notwithstanding anything in the Plan or this Agreement to the contrary, if in no event, shall the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v)Company be liable for any tax, then to the extent that the interest or penalty imposed on Executive Performance RSU award, in whole or in part, is subject to under Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions Code or any damages for failing to comply with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date Section 409A of the Participant’s deathCode.

Code Section 409A. It (a) This Agreement is intended to comply with Code Section 409A, to the extent applicable, and shall be construed and interpreted consistent with that intent. (b) If and to the extent that any payment or benefit under this Agreement is determined to constitute “non-qualified deferred compensation” subject to Code Section 409A and is payable to the Plan Executive by reason of the Executive’s termination of employment, then (a) such payment or benefit shall be designed and operated within made or provided to the requirements Executive only upon a “separation from service” as defined for purposes of Code Section 409A under applicable regulations (including any applicable exemptionsa “Separation from Service”) and, in and (b) if the event Executive is a “specified employee” (within the meaning of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under and as determined by the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCompany), then to the extent that the Executive Performance RSU award, in whole such payment or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may benefit shall not be made or provided before the date that is six (6) months after the date of the Executive’s Separation from Service or(or the Executive’s earlier death) to the extent required for compliance with Code Section 409A. In addition, if earlierthe Executive is a Specified Employee and receives continuing life insurance coverage under a group term life insurance policy following termination of employment, then, during the first six (6) months following the Separation from Service, to the extent such life insurance coverage provides a benefit in excess of $50,000 and the Company cannot pay for such coverage in compliance with Code Section 409A, the date Executive shall pay the Company for such coverage and, after the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage. (c) To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit under this Agreement is determined to be subject to (and not exempt from) Code Section 409A, the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the Participant’s death.calendar year following the calendar year in which the Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit, in each case to the extent required for compliance with Code Section 409A.

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or to otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisers shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that 9.1 Notwithstanding anything in this Agreement and to the Plan be designed and operated within contrary, to the requirements of Code Section 409A (including extent that any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan amount or this Agreement and Section 409A, the provisions benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A shall control. Any provision of the Code would otherwise be payable or distributable hereunder by reason of the Executive’s Termination of Employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (a) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Plan Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition, a “Separation from Service”), or Agreement that is determined to violate (b) the requirements payment or distribution of such amount or benefit would be exempt from the application of Section 409A shall be void and without effect. Any provision that is required of the Code by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under reason of the short-term deferral exception set forth in Code exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section or, in the alternative, to comply with the requirements of 409A-compliant “Separation from Service” or such later date as may be required by Section 409A.9.2 below. (b) 9.2 Notwithstanding anything in the Plan or this Agreement to the contrary, if the Participant should become subject to the 6any amount or benefit that would constitute non-month delay rule exempt “deferred compensation” for purposes of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and of the Participant Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s Separation from Service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) as (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (a) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the date Executive’s death or the first day of the seventh month following the Executive’s Separation from Service; and (b) 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 Executive’s Separation from Service (as defined below), distributions with respect will be accumulated and Executive’s right to any RSUs that have been deferred may not receive payment or distribution of such accumulated amount will be made before delayed until the date that is six (6) months after earlier of Executive’s death or the date first day of the seventh month following the Executive’s Separation from Service orService, if earlier, whereupon the date of accumulated amount will be paid or distributed to the Participant’s deathExecutive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

Code Section 409A. It is intended The parties intend that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or this Agreement that is determined to violate either (i) are grandfathered from the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in of the Plan Code or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and (ii) comply with the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under requirements of the short-term deferral exception set forth in of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section or409A applicable to the grandfather rules or the short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the alternative, requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to comply with such rules or such exception.” If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Section 409A. (b) Notwithstanding anything in 409A, then no amounts which become payable by reason of the Plan Executive’s cessation of service shall actually be issued or Agreement distributed to the contraryExecutive prior to the earlier of (i) the first day of the seventh (7th) month following the date of his Separation from Service due to such cessation of service or (ii) the date of the Executive’s death, if the Participant should become subject Executive is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the 6-month delay rule of Treasury Regulation Regulations issued under Code Section 1.409A-1(c)(3)(v)409A, then as determined by the Company in accordance with consistent and uniform standards applied to the extent that the Executive Performance RSU award, in whole or in part, is subject to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Sectio409A(a)(2). The deferred payments shall be paid in a lump sum on the Participant is a Specified Employee first day of the seventh (as defined below7th) as of month following the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Executive’s Separation from Service or, if earlier, the date first day of the Participantmonth immediately following the date the Company receives proof of the Executive’s death.

Code Section 409A. (a) It is intended the intention of Company and Employee that the provisions of this Agreement either (i) provide compensation that is not deferred compensation, or (ii) provide compensation that is deferred compensation exempt from Section 409A of the Code, or (iii) provide deferred compensation that complies with Section 409A of the Code and the Plan rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “409A”), and all provisions of this Agreement will be designed construed and operated interpreted in a manner consistent with this intent. (b) To the extent Employee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the requirements meaning of Code Treasury Regulation Section 409A 1.409A-1(b)) upon separation from service (including within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any applicable exemptionssuch payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) and, in In the event of any inconsistency between that Company determines that any provision of the Plan or this Agreement and Section does not comply with 409A, Company will be entitled, without Employee’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the provisions greatest extent commercially practicable, maintain the economic value to Employee of such provision. (d) For purposes of 409A, each installment of severance pay under Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall 1.1(a) will be deemed to be set forth therein, and the Plan shall be administered in all respects a separate payment as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a permitted under Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto1.409A-2(b)(2)(iii). (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (be) Notwithstanding anything in the Plan or Agreement to the contrarycontrary contained herein, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then a Qualifying Termination shall occur only to the extent that the Executive Performance RSU award, in whole or in part, is subject to Employee incurs a “separation from service” with Company within the meaning of Treasury Regulation Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below1.409A-1(h), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. a. It is intended that the severance payments and benefits to be provided under this Agreement will be exempt from or comply with Section 409A of the Code and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Plan Code. To the extent applicable, this Agreement shall be designed and operated within interpreted in accordance with the requirements of applicable exemptions from, or in compliance with, Code Section 409A (including any applicable exemptions) and, in the event and Department of any inconsistency between any provision Treasury regulations and other interpretive guidance issued thereunder. Each series of the Plan or installment payments made under this Agreement and Section 409A, is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A of the Code. For purposes of this Agreement, all references to the Executive’s “termination of employment” shall control. Any provision mean the Executive’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). b. If the Plan or Agreement that Executive is determined to violate the requirements of a “specified employee” (as defined in Section 409A shall be void and without effect. Any provision that is required of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to appear in the Plan extent that the payments or benefits under this Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which the Executive is entitled under this Agreement is required in order to avoid a Treasury Regulation prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 21(b) shall be deemed paid or distributed to include any similar the Executive in a lump sum on the earlier of (i) the date that is six (6)-months following the Executive’s Separation from Service, (ii) the date of the Executive’s death or successor provisions thereto(iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (a) The c. If the Executive Performance RSU Award including each component RSU Award part thereof is and the Company determine that any payments or benefits payable under this Agreement intended to be exempt from comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A under of the short-term deferral exception set forth in Code Section orCode, in Executive and the alternativeCompany agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A. 409A of the Code and the Treasury Regulations thereunder (band any applicable transition relief) Notwithstanding anything while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Plan or Code, the provision shall be read in such a manner that no payments payable under this Agreement to the contrary, if the Participant should become shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the 6Code. d. Any reimbursement of expenses or in-month delay rule of kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-1(c)(3)(v), then to 1.409A-3(i)(1)(iv) and shall be paid on or before the extent that last day of the Executive’s taxable year following the taxable year in which the Executive Performance RSU awardincurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of the Executive shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of the Executive, in whole or in part, is and the Executive’s right to reimbursement for such amounts shall not be subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to liquidation or exchange for any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathother benefit.

Code Section 409A. (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. Upon the expiration of the applicable deferral period described in the immediately preceding sentence, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Article X shall be paid to Executive or Executive’s beneficiary in one lump sum. (b) To the extent any benefits provided under Article IV above are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. (c) In the case of any amounts payable to Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). (d) It is intended that this Agreement and the Plan comply with or be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, exempt from the provisions of Section 409A shall control. Any provision of the Code and the Treasury Regulations and guidance of general applicability issued thereunder, and in the Plan or furtherance of this intent, this Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth thereininterpreted, operated, and the Plan shall be administered in all respects as if a manner consistent with such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretointent. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It (a) The intent of the parties is intended that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be construed and the Plan interpreted in accordance with such intent. The Executive’s termination of employment (or words to similar effect) shall not be designed and operated deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the requirements meaning of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretoregulations and other guidance promulgated thereunder. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything any provision in the Plan or this Agreement to the contrary, if the Participant should become subject Executive is deemed on the date of the Executive’s separation from service to be a “specified employee” within the 6-month delay rule meaning of Treasury Regulation that term under Code Section 1.409A-1(c)(3)(v)409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to the extent any payment or any benefit that the Executive Performance RSU award, in whole or in part, is subject constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the Participant regulations issued thereunder that is a Specified Employee payable due to the Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (as defined belowi) as the expiration of the six (6)-month period measured from the date of Separation the Executive’s separation from Service service, and (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6ii) months after the date of Separation the Executive’s death (the “Delay Period”). On the first day of the seventh month following the date of the Executive’s separation from Service service or, if earlier, on the date of the ParticipantExecutive’s death, all payments delayed pursuant to this Section 14 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c) of this Agreement) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) If under this Agreement, any amount is to be paid in two or more installments, each such installment shall be treated as a separate payment for purposes of Code Section 409A.

Code Section 409A. It is intended This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code. The parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the Plan be designed generality of the foregoing and operated notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to termination of Executive’s employment are intended to mean Executive’s “separation from service” within the requirements meaning of Code Section 409A 409A(a)(2)(A)(i), (including any applicable exemptionsii) andeach payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, in (iii) each such payment that is made within two and one-half (2-1/2) months following the event of any inconsistency between any provision end of the Plan or this Agreement and Section 409A, calendar year that contains the provisions date of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof Executive’s termination is intended to be exempt from Code Section 409A under the as a short-term deferral exception set forth in within the meaning of the final regulations under Code Section or409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the alternativeregulation, and (v) each payment that is made after the two-times pay exception ceases to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the 6-month delay rule meaning of Treasury Regulation Code Section 1.409A-1(c)(3)(v)409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s separation from service shall not be paid to Executive Performance RSU awardduring such period, but shall instead be accumulated and paid to Executive (or, in whole or the event of Executive’s death, to Executive’s estate) in part, is subject to Section 409A and a lump sum on the Participant is a Specified Employee (as defined below) as first business day after the earlier of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation following Executive’s separation from Service or, if earlier, the date of the Participantservice or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Code Section 409A. It is intended that the intent of this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan to either meet an exception from or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. 409A (b"Section 409A") Notwithstanding anything in of the Plan or Agreement to Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v"Code"), then and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the extent that date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive Performance RSU awardis a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, in whole or in part, is any nonqualified deferred compensation subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that would otherwise have been deferred may not be made before payable under this Agreement as a result of, and within the date that is first six (6) months after following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of Separation the Executive's separation from Service service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the Participant’s deathextent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive's rights under this Agreement.

Code Section 409A. It is intended This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code. The parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the Plan be designed generality of the foregoing and operated notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the requirements meaning of Code Section 409A 409A(a)(2)(A)(i), (including any applicable exemptionsii) andeach payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, in including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments, (iii) each such payment that is made within 2-1/2 months following the event of any inconsistency between any provision end of the Plan or this Agreement and Section 409A, calendar year that contains the provisions date of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof Executive’s Termination Date is intended to be exempt from Code Section 409A under the as a short-term deferral exception set forth in within the meaning of the final regulations under Code Section or409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the alternativeregulation, and (v) each payment that is made after the two-times pay exception ceases to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the 6-month delay rule meaning of Treasury Regulation Code Section 1.409A-1(c)(3)(v)409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s separation from service shall not be paid to Executive Performance RSU awardduring such period, but shall instead be accumulated and paid to Executive (or, in whole or the event of Executive’s death, to Executive’s estate) in part, is subject to Section 409A and a lump sum on the Participant is a Specified Employee (as defined below) as first business day after the earlier of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation following Executive’s separation from Service or, if earlier, the date of the Participantservice or Executive’s death.. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the Company or any of its Affiliates

Code Section 409A. It is intended that (i) The provisions of Section 5 of this Agreement are not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and (iii) and 5(e)(i), (ii) and (iii) shall be paid in accordance with such provisions, but in no event later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of shall be interpreted in accordance with Code Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements and Department of Section 409A shall be void Treasury regulations and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretoother interpretive guidance issued thereunder. (aii) The If the Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code a “specified employee” (as defined in Section 409A under of the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCode), then as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Section 409A of the Code and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i) as of the date Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before A) the date that is six (6) months after following Executive’s Separation from Service, (B) the date of Separation Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Service orSection 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), if earlier(3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the date provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the ParticipantCode. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s deathtaxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. It is intended that the intent of this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan to either meet an exception from or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. 409A (b"Section 409A") Notwithstanding anything in of the Plan or Agreement to Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v"Code"), then and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the extent that date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive Performance RSU awardis a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, in whole or in part, is any nonqualified deferred compensation subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that would otherwise have been deferred may not be made before payable under this Agreement as a result of, and within the date that is first six (6) months after following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of Separation the Executive's separation from Service service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the Participant’s deathextent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that she will not withhold her consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive's rights under this Agreement.

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and 4(b)(iv) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A shall controlof the Code. Any provision in Notwithstanding anything herein to the Plan contrary, to the extent any payments to Executive pursuant to Sections 4(b)(ii) or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from Code Section 409A under of the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(9)(iii), then then, to the extent required by Section 409A of the Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i) as of the date Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before A) the date that is six (6) months after following Executive’s Separation from Service, (B) the date of Separation Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Service orSection 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), if earlier(3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the date provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the ParticipantCode. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s deathtaxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. It (a) Notwithstanding anything is intended that this Agreement to the contrary, any benefits payable by the Bank to the Officer which constitute a “deferral of compensation” as that term is defined in Treasury Regulations Section 1.409A-l (b), and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision which are payable by reason of the Plan or this Agreement and Officer’s termination, shall not be payable unless the Officer’s termination of employment qualifies as a “separation of service” as that term is defined in Treasury Regulations Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto1.409A-l (h) (“Separation from Service”). (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b1) Notwithstanding anything in the Plan or this Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, Officer is subject to Section 409A and the Participant is considered a Specified Employee (as defined below) as of ), any benefit distributions which would otherwise be made to the date of Officer due to a Separation from Service (as defined below)which are limited under Code Section 409A because the Officer is a Specified Employee, distributions with respect to any RSUs that have been deferred may shall not be made before during the date that is first six (6) months after the date of following Separation from Service orService. Rather, any distribution which would otherwise be paid to the Officer during such period shall be accumulated and paid to the Officer in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified in this Agreement. (2) For purposes of this Agreement, the term “Specified Employee” means an employee who at the time of termination of employment is a key employee of the Bank, if earlierany stock of the Bank (or the Company) is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5) at any time during the 12-month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the date employee is treated as a key employee for purposes of this Agreement during the twelve-month period that begins on the first day of April following the close of the Participant’s deathidentification period.

Code Section 409A. It is intended To the extent applicable, the parties hereto intend that this Agreement and the Plan be designed and operated within the requirements of Code comply with Section 409A of the Code and all regulations, guidance, or other interpretative authority thereunder (including any applicable exemptions) and, “Section 409A”). The parties hereby agree that this Agreement shall be construed in the event of any inconsistency between a manner to comply with Section 409A and that should any provision of the Plan or this Agreement and be found not in compliance with Section 409A, the provisions parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance with Section 409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections he may have to the amendments required by Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement that is considered deferred compensation within the meaning of Section 409A shall control. Any provision in the Plan or Agreement that is determined be made to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or Executive unless he has incurred a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt separation from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee service (as defined below) as of in Section 409A). In the date of Separation from Service event Executive is a key employee (as defined below)in Section 416(i) of the Code without regard to paragraph (5) thereof) so that payments cannot commence under Section 409A until the lapse of six (6) months after a separation from service, distributions with respect then any such payments of deferred compensation that are required to any RSUs that have been deferred be paid in a single lump sum may not be made before until the date that which is six (6) months after the date of Separation Executive’s separation from Service or, if earlierservice. Furthermore, the date first six (6) months of any such payments of deferred compensation that are required to be paid in installments shall be paid at the beginning of the Participantseventh month following Executive’s deathseparation from service. All remaining installment payments shall be made as would ordinarily have been made under the provisions of this Agreement.

Code Section 409A. It is intended The parties intend that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or this Agreement that is determined to violate either (i) are grandfathered from the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in of the Plan Code or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and (ii) comply with the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under requirements of the short-term deferral exception set forth in of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section or409A applicable to the grandfather rules or the short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the alternative, requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to comply with such rules or such exception.” If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Section 409A. (b) Notwithstanding anything in 409A, then no amounts which become payable by reason of the Plan Executive’s cessation of service shall actually be issued or Agreement distributed to the contraryExecutive prior to the earlier of (i) the first day of the seventh (7th) month following the date of his Separation from Service due to such cessation of service or (ii) the date of the Executive’s death, if the Participant should become subject Executive is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the 6-month delay rule of Treasury Regulation Regulations issued under Code Section 1.409A-1(c)(3)(v)409A, then as determined by the Company in accordance with consistent and uniform standards applied to the extent that the Executive Performance RSU award, in whole or in part, is subject to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred payments shall be paid in a lump sum on the Participant is a Specified Employee first day of the seventh (as defined below7th) as of month following the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Executive’s Separation from Service or, if earlier, the date first day of the Participantmonth immediately following the date the Company receives proof of the Executive’s death. For purposes of this Agreement, the term “Separation from Service” shall have the meaning ascribed to such term under Code Section 409A and the Treasury Regulations issued thereunder.”

Code Section 409A. It is intended that each installment of the payments and benefits provided for in this Agreement and is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the Plan be designed and operated within avoidance of doubt, it is intended that payments of the requirements amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or Code (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that any severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the date of Executive’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the provisions timing of Section 409A shall control. Any provision the payment of such severance payments and/or benefits, as applicable, described in the Plan or Agreement that is determined to violate the requirements of Section 409A Sections 2(a) and 2(b) shall be void and without effect. Any provision that is required by Section 409A delayed as follows: on the earlier to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. occur of (ai) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six months and one day after Executive’s Separation from Service or (6ii) months after the date of Separation from Service or, if earlierExecutive’s death (such earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the Participant’s deathpayment of the benefit had not been so delayed pursuant to this Section 9(i).

Code Section 409A. It is intended 10.1 To the extent a payment hereunder is, or shall become, subject to the application of Code Section 409A, the following shall apply: (a) The Corporation may delay payment hereunder only upon such events and conditions as the IRS may permit in generally applicable published regulatory or other guidance under Code Section 409A, including, without limitation, payments that the Corporation reasonably anticipates will be subject to the application of Code Section 162(m), or will violate Federal securities laws or other applicable law; provided that any such delayed payment will be made at the earliest date at which the Corporation reasonably anticipates that the making of the payment would not cause such a violation; (b) The time or schedule of payment hereunder may be accelerated only upon such events and conditions as the IRS may permit in generally applicable published regulatory or other guidance under Code Section 409A, including, without limitation, payment to a person other than the Executive to the extent necessary to fulfill the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)) or payment of the amount required to be included in income for the Executive as a result of failure of this Agreement and the Plan be designed and operated within at any time to meet the requirements of Code Section 409A (including any applicable exemptions) and, in with respect to the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto.Executive; (ac) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section orIf, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date Executive’s employment terminates, (1) any stock of Separation the Corporation is publicly traded on an established securities market or otherwise; and (2) a payment is payable under this Agreement due to a termination of employment which is considered to be a “separation from Service service” for purposes of the rules under Treasury Regulation Section 1.409A-3(i)(2) (payments to specified employees upon a separation from service); and (3) the Executive is determined to be a “specified employee” (as defined belowdetermined under Treasury Regulation Section 1.409A-1(i)), distributions with respect to any RSUs that have been deferred may not then the payment shall be made before the delayed until a date that is six (6) months after the date Executive’s employment terminates to the extent necessary to comply with the requirements of Separation from Service orCode Section 409A and related Treasury Regulations; provided, if earlierhowever, that the payments to which the Executive would have been entitled during such six (6) month period, but for this Section 10.1(c), shall be accumulated and paid to the Executive on the first (1st) day of the seventh (7th) month following the date Executive’s employment terminates; and (d) This Agreement is intended to comply with the requirements of Code Section 409A and the Participant’s deathTreasury Regulations and other guidance issued thereunder, as in effect from time to time. To the extent a provision of this Agreement is contrary to or fails to address the requirements of Code Section 409A and related Treasury Regulations, this Agreement shall be construed and administered as necessary to comply with such requirements to the extent allowed under applicable Treasury Regulations until this Agreement is appropriately amended to comply with such requirements.

Code Section 409A. It (a) The intent of the parties is intended that payments and benefits under this Agreement comply with or be exempt from Internal Revenue Code Section 409A and the Plan regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be designed interpreted and operated within to be in compliance therewith. In no event whatsoever shall the requirements Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. If Executive notifies the Company that Executive has received advice of tax counsel with expertise in Code Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Code Section 409A (including any applicable exemptionswith specificity as to the reason therefor) and, in or the event of any inconsistency between any provision of the Plan or this Agreement and Section 409ACompany independently makes such determination, the provisions of Section 409A Company and Executive shall control. Any provision in the Plan or Agreement that is determined take commercially reasonable efforts to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if reform such provision was expressly set forth herein. Any reference in the Plan to try to comply with or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under through good faith modifications to the short-term deferral exception set forth in minimum extent reasonably appropriate to conform with Code Section or409A, provided that any such modifications shall not materially increase the cost or liability to the Company. To the extent that any provision hereof is modified in the alternative, order to comply with or be exempt from Code Section 409A, such modification shall be made in good faith and shall, to the requirements 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) Executive shall have no right to designate the date of any payment hereunder. (c) Notwithstanding anything in the Plan or Agreement any other payment schedule provided herein to the contrary, if Executive is deemed on the Participant should become subject date of termination to be a “specified employee” within the 6-month delay rule meaning of Treasury Regulation that term under Code Section 1.409A-1(c)(3)(v409A(a)(2)(B), then with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent that required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive Performance RSU awardin 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. (d) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements under this Agreement 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 right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in whole or any other taxable year. (e) Notwithstanding any other provision to the contrary, in part, is no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (f) To the extent necessary to avoid the imposition of additional tax, interest or penalty under Code Section 409A, “termination,” “termination of employment,” “termination of Executive’s employment” and similar terms, where used in this Agreement, shall mean the occurrence of a “separation from service” as such term is defined in Treas. Reg. § 1.409A-1(h). (g) Each payment of “deferred compensation” for purposes of Code Section 409A contemplated by this Agreement shall be a separate payment, and the Participant is a Specified Employee (as defined below) as separately identified and determinable payment, for purposes of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.Code Section 409A.

Code Section 409A. (a) It is intended the intention of Company and Executive that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of this Agreement comply with Section 409A shall control. Any provision in of the Plan or Agreement that is determined to violate Code and the requirements of Section 409A shall be void rules, regulations and without effect. Any provision that is required by Section 409A to appear in other authorities promulgated thereunder (including the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth thereintransition rules thereof) (collectively, “409A”), and the Plan shall all provisions of this Agreement will be administered construed and interpreted in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply manner consistent with the requirements of Section 409A. (b) Notwithstanding anything To the extent Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Plan Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement to that constitutes a distribution of deferred compensation (within the contrary, if the Participant should become subject to the 6-month delay rule meaning of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then after taking into account all available exemptions that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the event that Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled (but will have no obligation) without Executive’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the greatest extent that commercially practicable, maintain the economic value to Executive Performance RSU awardof such provision. (d) For purposes of 409A, each installment of Severance Pay under Sections 1.1(a), 1.3(a) and 1.4(a) will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (e) Except as permitted by Section 409A, the continued benefits provided to Executive pursuant to this Agreement during any calendar year will not affect the continued benefits provided to Executive in whole or in partany other calendar year, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as amount of any costs of purchasing benefits reimbursed pursuant to this Agreement shall be paid to Executive no later than the last day of the date calendar year following the calendar year in which such costs are incurred by Executive. (f) Neither Executive nor any creditor or beneficiary of Separation from Service Executive will have the right to subject any deferred compensation (as defined below)within the meaning of Section 409A) payable under this Agreement or under any other plan, distributions policy, arrangement or agreement of or with respect Company or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any RSUs that have been anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted by Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for the benefit of Executive under any Company Plan may not be made before reduced by, or offset against, any amount owing by Executive to the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathCompany or any affiliate thereof.

Code Section 409A. It is intended that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended that the Executive Performance RSU award, in whole or in part, is subject to Agreement shall comply with the provisions of Code Section 409A and the Participant is Treasury regulations relating thereto so as not to subject Employee to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a Specified manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (as defined belowc) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Separation from Service (as defined belowEmployee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), distributions with respect payments due under this Agreement which are deemed to any RSUs that have been be deferred may not compensation shall be made before the date that is subject to a six (6) months after month delay following the date Employee’s separation from service. For purposes of Separation Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from Service service (or, if earlier, the date of death of the Participant’s deathEmployee) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to the Employee in accordance with the payment schedule established herein.

Code Section 409A. It is intended that Notwithstanding any provision of this Agreement and to the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andcontrary, in the event that any delivery of any inconsistency between any Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed terms “ceases to be set forth thereinemployed”, “termination of employment” and the Plan shall be administered variations thereof, as used in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive 409A. Performance RSU Award including each component RSU Award part thereof is Share Units are generally intended to be exempt from Code Section 409A under the as short-term deferral exception set forth in Code Section ordeferrals and, in accordingly, the alternative, terms of this Agreement shall be construed to comply with preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the requirements of Section 409A. 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company, any of its Subsidiaries nor any entity which is a Related Entity shall be liable to any Participant (bor any other individual claiming a benefit through the Participant) Notwithstanding anything for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or Agreement to the contrary, if otherwise protect the Participant should become subject from the obligation to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject pay any taxes pursuant to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below)409A, distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathunless otherwise specified.

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination or Change in Control (as applicable). Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or to otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisors shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that Notwithstanding any provision of this Agreement and to the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andcontrary, in the event that any delivery of any inconsistency between any Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A, each group of 25% of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter under Section 2(a) shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed terms “ceases to be set forth thereinemployed”, “termination of employment” and the Plan shall be administered variations thereof, as used in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is 409A. Restricted Stock Units are generally intended to be exempt from Code Section 409A under the as short-term deferral exception set forth in Code Section ordeferrals and, in accordingly, the alternative, terms of this Agreement shall be construed to comply with preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A. 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company nor any of its Subsidiaries, shall be liable to any Participant (bor any other individual claiming a benefit through the Participant) Notwithstanding anything for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan Plan, and the Company and its Subsidiaries shall have no obligation to indemnify or Agreement to the contrary, if otherwise protect the Participant should become subject from the obligation to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject pay any taxes pursuant to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below)409A, distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathunless otherwise specified.

Code Section 409A. It is intended The Parties intend that this Agreement and the Plan benefits provided hereunder be designed interpreted and operated within construed to be exempt from or to otherwise comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from, or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or otherwise comply with Code Section 409A, or any other provisions of federal, state, local, or non-United States laws. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisors shall be liable to Xxxxxxx (or any individual claiming a benefit through Xxxxxxx) for any tax, interest, or penalties that Quarles may owe as a result of compensation or benefits paid under this Agreement, and the Company, its affiliates and their respective directors, officers, employees or advisors shall have no obligation to indemnify, reimburse, or otherwise protect Quarles from the obligation to pay any taxes pursuant to Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between or otherwise. Notwithstanding any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if in the Participant should become subject event that any payment to Xxxxxxx or any benefit hereunder is made upon, or as a result of Xxxxxxx’ termination of employment, and Xxxxxxx is a “specified employee” (as that term is defined under Code Section 409A) at the 6-month delay rule of Treasury Regulation time Xxxxxxx becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 1.409A-1(c)(3)(v)409A, then no such payment or benefit shall be paid or commenced to the extent that the Executive Performance RSU award, in whole or in part, is subject be paid to Section 409A and the Participant is a Specified Employee (as defined below) as of Xxxxxxx under this Agreement until the date that is the earlier to occur of: (i) Xxxxxxx’ death, or (ii) six (6) months and one (1) day following his termination of Separation from Service employment (as defined belowthe “Delay Period”), distributions with respect . Any payments which Xxxxxxx would otherwise have received during the Delay Period shall be payable to any RSUs that have been deferred may not be made before Xxxxxxx in a lump sum on the date that is six (6) months after and one (1) day following the date of Separation from Service or, if earlier, the effective date of the Participant’s deathtermination. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” as such term is defined under Code Section 409A. Any reimbursements by the Company to Xxxxxxx of any eligible expenses under this Agreement, other than reimbursements that would otherwise be exempt from income or the application of Code Section 409A, (“Reimbursements”) will be made promptly and, in any event, on or before the last day of Xxxxxxx’ taxable year following his taxable year in which the expense was incurred. The amount of any Reimbursements, and the value of any in-kind benefits to be provided to Xxxxxxx under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of Quarles’ taxable years will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other of his taxable years, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). The right to Reimbursements, or in-kind benefits, will not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is intended (A) The Executive’s right to any series of payments, including without limitation taxable benefits, that are to be paid or provided under this Agreement and that is eligible to be treated as a right to a series of separate payments under Treasury Regulation section 1.409A-2(b)(2)(iii), including in particular but not limited to the Plan Executive’s right to the series of benefits under Sections 6.1(I) through 6.1(O), shall be designed and operated within the requirements treated as a right to a series of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions separate payments for purposes of Section 409A shall control. Any provision in of the Plan or Agreement that is determined to violate the requirements Code, including without limitation for purposes of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception rule set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A.Treasury Regulation section 1.409A-1(b)(4). (bB) Notwithstanding anything in the Plan or Any provision of this Agreement to the contrarycontrary notwithstanding, if the Participant should become subject Executive is a Specified Employee on the date of a Separation from Service, any payment or benefit to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then be paid or provided pursuant to the extent this Agreement that the Executive Performance RSU award, in whole or in part, constitutes deferred compensation that is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Code and that is payable due to a Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may during the six month period following the Separation from Service shall not be made paid before the date that is six (6) months after the date of Separation from Service (or, if earlier, the date of death of the ParticipantExecutive) and shall instead be accumulated and paid on the first day of the seventh month following the date of the Separation from Service (or, if earlier, within 14 days after the death of the Executive), in accordance with Treasury Regulation section 1.409A-3(i)(2)(ii). The preceding sentence shall apply to any amount or benefit (and only to any amount or benefit) to be paid or provided pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or benefit if and to the extent that such amount or benefit is not subject to Section 409A of the Code as a result of Treasury Regulation section 1.409A-1(a)(5) (relating to welfare benefit plans), Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (relating to separation pay plans), or otherwise. (C) If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, the Executive is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), then the Executive shall be treated as a Specified Employee for purposes of Section 12(B) above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or the Committee at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the Executive shall be treated as a Specified Employee for purposes of Section 12(B) above shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board or Committee. The Executive hereby irrevocably (i) consents to any such Different Identification Method that the Board or Committee may prescribe at any time and any such Different Election that the Board or Committee may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Agreement, and (ii) agrees that the Executive’s deathconsent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (iii) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Executive’s consent to such Different Identification Method or Different Election is not legally effective. (D) Any payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code (including without limitation the exclusion for certain welfare benefits under Treasury Regulation section 1.409A-1(a)(5), the exclusion for short-term deferrals under Treasury Regulation section 1.409A-1(b)(4), and the exclusions for separation pay plans under Treasury Regulation section 1.409A-1(b)(9)), and/or are intended to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code, so that none of the payments that may be made and benefits that may be provided pursuant to this Agreement will be includible in the Executive’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Agreement shall be administered, interpreted and construed to carry out such intentions, and any provision of this Agreement that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, any provision of this Agreement to the contrary notwithstanding, the Company does not represent, warrant or guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will not be includible in the Executive’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor does the Company make any other representation, warranty or guaranty to the Executive as to the tax consequences of this Agreement.

Code Section 409A. (a) It is intended the intention of Company and Employee that the provisions of this Agreement either (i) provide compensation that is not deferred compensation, or (ii) provide compensation that is deferred compensation exempt from Section 409A of the Code, or (iii) provide deferred compensation that complies with Section 409A of the Code and the Plan rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “409A”), and all provisions of this Agreement will be designed construed and operated interpreted in a manner consistent with this intent. (b) To the extent Employee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the requirements meaning of Code Treasury Regulation Section 409A 1.409A-1(b)) upon separation from service (including within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any applicable exemptionssuch payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) and, in In the event of any inconsistency between that Company determines that any provision of the Plan or this Agreement and Section does not comply with 409A, Company will be entitled, without Employee’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the provisions greatest extent commercially practicable, maintain the economic value to Employee of such provision. (d) For purposes of 409A, each installment of severance pay under Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall 1.1(a) will be deemed to be set forth therein, and the Plan shall be administered in all respects a separate payment as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a permitted under Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto1.409A-2(b)(2)(iii). (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that Notwithstanding any provision of this Agreement and to the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andcontrary, in the event that any delivery of any inconsistency between any Shares to the Participant is made upon, or as a result of the Participant's termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day following the Participant's termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A, each group of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed terms “ceases to be set forth thereinemployed”, “termination of employment” and the Plan shall be administered variations thereof, as used in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is 409A. Restricted Stock Units are generally intended to be exempt from Code Section 409A under the as short-term deferral exception set forth in Code Section ordeferrals and, in accordingly, the alternative, terms of this Agreement shall be construed to comply with preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A. 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company, any of its Subsidiaries nor any other entity which is a Related Entity, shall be liable to any Participant (bor any other individual claiming a benefit through the Participant) Notwithstanding anything for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or Agreement to the contrary, if otherwise protect the Participant should become subject from the obligation to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject pay any taxes pursuant to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below)409A, distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathunless otherwise specified.

Code Section 409A. It is intended that Payments made pursuant to this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under the short-term deferral exception set forth in this Agreement are subject to Code Section or, in the alternative, 409A and this Agreement fails to comply with that section’s requirements, the requirements of Section 409A. (b) Notwithstanding anything in Company may, at the Plan or Company’s sole discretion, and without the Employee’s consent, amend this Agreement to the contrary, if the Participant should become subject cause it to the 6-month delay rule of Treasury Regulation comply with Code Section 1.409A-1(c)(3)(v), then to 409A or otherwise be exempt from Code Section 409A. To the extent that the Executive Performance RSU award, in whole or in part, is subject required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Participant is Employee shall not be deemed to have had a Specified Termination unless the Employee (has incurred a “separation from service” as defined below) as of the date of Separation from Service (as defined belowin Treasury Regulation §1.409A-1(h), distributions with respect and amounts that would otherwise be payable pursuant to any RSUs that have been deferred may not this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made before paid on the first business day after the date that is six (6) months after following the date of Separation from Service orEmployee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the ParticipantChange in Control or the date of the Employee’s death.Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. It is intended that Notwithstanding any provision of this Agreement and to the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andcontrary, in the event that any delivery of any inconsistency between any Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A, each group of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed terms “ceases to be set forth thereinemployed”, “termination of employment” and the Plan shall be administered variations thereof, as used in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is 409A. Restricted Stock Units are generally intended to be exempt from Code Section 409A under the as short-term deferral exception set forth in Code Section ordeferrals and, in accordingly, the alternative, terms of this Agreement shall be construed to comply with preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A. 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company, any of its Subsidiaries nor any other entity which is a Related Entity, shall be liable to any Participant (bor any other individual claiming a benefit through the Participant) Notwithstanding anything for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or Agreement to the contrary, if otherwise protect the Participant should become subject from the obligation to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject pay any taxes pursuant to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below)409A, distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathunless otherwise specified.

Code Section 409A. It is intended that Notwithstanding any provision of this Agreement and to the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andcontrary, in the event that any delivery of any inconsistency between any Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed terms “ceases to be set forth thereinemployed”, “termination of employment” and the Plan shall be administered variations thereof, as used in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive 409A. Performance RSU Award including each component RSU Award part thereof is Share Units are generally intended to be exempt from Code Section 409A under the as short-term deferral exception set forth in Code Section ordeferrals and, in accordingly, the alternative, terms of this Agreement shall be construed to comply with preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the requirements of Section 409A. 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company nor any of its Subsidiaries shall be liable to any Participant (bor any other individual claiming a benefit through the Participant) Notwithstanding anything for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan Plan, and the Company and its Subsidiaries shall have no obligation to indemnify or Agreement to the contrary, if otherwise protect the Participant should become subject from the obligation to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject pay any taxes pursuant to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below)409A, distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathunless otherwise specified.

Code Section 409A. It To the extent applicable, it is intended that the payment of the benefits, severance, incentive compensation and/or equity compensation provided under this Agreement and the Plan shall comply with or be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, exempt from the provisions of Section 409A of the Code, and this Agreement shall controlbe construed and applied in a manner consistent with this intent. Any provision In the event any payment or benefit under this Agreement is determined by the Company to be in the Plan nature of deferred compensation, the Company and the Executive hereby agree to take such actions, not otherwise provided herein, as may be mutually agreed between the parties to ensure that such payments remain exempt from or Agreement that is determined to violate in compliance with the requirements applicable provisions of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in of the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, Code and the Plan shall be administered in all respects as if such Treasury Regulations thereunder. Notwithstanding any provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if the Participant should become subject to Executive is a “specified employee” within the 6-month delay rule meaning of Section 409A, any payments due upon a termination of the Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and which does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)), then to shall be delayed and paid or provided on the extent that earlier of (i) the Executive Performance RSU award, date which is six months after the Executive’s “separation from service” (as such term is defined in whole or in part, is subject to Section 409A and the Participant is a Specified Employee Regulations and the other published guidance thereunder) for any reason other than death, and (as defined belowii) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the ParticipantExecutive’s death. To the extent that any payment or benefit under this Agreement is modified by reason of this Section 19, it shall be modified in a manner that complies with Section 409A and preserves to the maximum possible extent the economic costs or value thereof (as applies) to the respective parties (determined on a pre-tax basis).

Code Section 409A. It For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that is intended that paid pursuant to this Agreement and the Plan is hereby designated as a separate payment. Further, (i) no severance or benefits to be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andpaid or provided to Executive, in the event of any inconsistency between any provision of the Plan or if any, pursuant to this Agreement and that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the provisions meaning of 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 shall control. Any provision pursuant 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, and (iii) in the Plan case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement that is determined to violate comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any 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 void and without effect. Any provision that is required by exempt from Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed maximum extent permitted pursuant to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be deemed exempt from Section 409A to include 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 similar 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 successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(4), then to Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the extent that the Executive Performance RSU awardtime of his termination, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (“specified employee,” as defined below) as of the date of Separation from Service (as defined belowin Treasury Regulation Section 1.409A-1(i), distributions with respect to any RSUs that have been deferred may each such payment or benefit will not be made before provided until the first regularly scheduled payroll date that is six (6) months occurs on or after the date of Separation from Service 6 months and 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 a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the date contrary, to the extent that any reimbursements or in-kind 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 Participant’s deathcalendar 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.

Code Section 409A. It is intended In view of uncertainty surrounding the recently enacted Section 409A of the Code, the Company believes that this Agreement and the Plan be designed and operated Units may constitute “deferred compensation” within the requirements meaning of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan Code, and it is the intention and belief of Mattel that the Units comply in all respects with Section 409A of the Code. If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or this Agreement and advisable to ensure the foregoing, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Consistent with the aim of compliance with Section 409A to the extent applicable: i. The Settlement Date with respect to any Unit shall be the first to occur of (i) the scheduled vesting date of such Unit pursuant to the first sentence of Section 3, (ii) (x) if the Holder is not a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) (a “Specified Employee”) or if the Units are not subject to Section 409A, the provisions date of Section 409A shall control. Any provision in the Plan Holder’s Severance, or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (ay) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant Holder is a Specified Employee and the Units are subject to Section 409A, the date which is six months after the date of such Severance, (iii) the date of the Holder’s death, (iv) the date of the Holder’s Disability (but, if the Units are subject to Section 409A, only if such Disability qualifies the Holder as defined below“disabled” with the meaning of Section 409A(a)(2)(A)(ii) of the Code), and (v) the date of a Change in Control (but, if the Units are subject to Section 409A, only if such Change in Control qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder). ii. In the event that the Units are subject to Section 409A, and there occurs a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, the amount that shall be provided on the applicable Settlement Date (if such Settlement Date occurs following such Change in Control) in settlement of any Unit that vested as a result of such Change in Control shall be a cash amount that equals the Fair Market Value of a share of Common Stock as of the date of Separation from Service such Change in Control, plus interest thereon through the Settlement Date at the federal funds rate (as defined belowreported in the Wall Street Journal or any other information source reasonably selected by the Committee), distributions with respect compounded daily. iii. If the Units are subject to any RSUs Section 409A, under no circumstances may this Grant Agreement be amended or terminated in a manner that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.violates Section 409A.

Code Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Plan greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be designed construed in a manner that complies with Code Section 409A and operated within the requirements incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any applicable exemptionsinstallment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the event Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any inconsistency between any provision portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the Plan or this Agreement and related adverse taxation under Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as timing of the date of payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (as defined below), distributions with respect to any RSUs that have been deferred may not be made before i) the date that is six (6) months and one day after the effective date of your Separation from Service orService, if earlier, and (ii) the date of the Participant’s death.your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any amounts so deferred. Page Seven

Code Section 409A. It is intended that Payments made pursuant to this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under the short-term deferral exception set forth in this Agreement are subject to Code Section or, in the alternative, 409A and this Agreement fails to comply with that section’s requirements, the requirements of Section 409A. (b) Notwithstanding anything in Company may, at the Plan or Company’s sole discretion, and without the Employee’s consent, amend this Agreement to the contrary, if the Participant should become subject cause it to the 6-month delay rule of Treasury Regulation comply with Code Section 1.409A-1(c)(3)(v), then to 409A or otherwise be exempt from Code Section 409A. To the extent that the Executive Performance RSU award, in whole or in part, is subject required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Participant is Employee shall not be deemed to have had a Specified Termination unless the Employee (has incurred a “separation from service” as defined below) as of the date of Separation from Service (as defined belowin Treasury Regulation §1.409A-1(h), distributions with respect and amounts that would otherwise be payable pursuant to any RSUs that have been deferred may not this Agreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be made before paid on the first business day after the date that is six (6) months after following the date of Separation from Service orEmployee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the ParticipantEmployee’s death.Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. It is intended that Payments made pursuant to this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under the short-term deferral exception set forth in this Agreement are subject to Code Section or, in the alternative, 409A and this Agreement fails to comply with that section’s requirements, the requirements of Section 409A. (b) Notwithstanding anything in Company may, at the Plan or Company’s sole discretion, and without the Employee’s consent, amend this Agreement to the contrary, if the Participant should become subject cause it to the 6-month delay rule of Treasury Regulation comply with Code Section 1.409A-1(c)(3)(v), then to 409A or otherwise be exempt from Code Section 409A. To the extent that the Executive Performance RSU award, in whole or in part, is subject required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Participant is Employee shall not be deemed to have had a Specified Termination unless the Employee (has incurred a “separation from service” as defined below) as of the date of Separation from Service (as defined belowin Treasury Regulation §1.409A-1(h), distributions with respect and amounts that would otherwise be payable pursuant to any RSUs that have been deferred may not this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made before paid on the first business day after the date that is six (6) months after following the date of Separation from Service orEmployee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the ParticipantChange in Control or the date of the Employee’s death.Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, ​ and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. It is intended that (a) Anything in this Agreement and to the Plan be designed and operated contrary notwithstanding, if at the time of the EMPLOYEE’s separation from service within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions meaning of Section 409A shall control. Any provision in of the Plan IRC, TBOP’s stock is publicly traded on an established securities market or Agreement otherwise and TBOP determines that the EMPLOYEE is determined to violate a “specified employee” within the requirements meaning of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in 409A(a)(2)(B)(i) of the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v)IRC, then to the extent any payment or benefit that the Executive Performance RSU award, in whole or in part, is EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A and the Participant is a Specified Employee (as defined below409A(a) as of the date IRC as a result of Separation from Service (as defined below)the application of Section 409A(a)(2)(B)(i) of the IRC, distributions with respect to any RSUs that have been deferred may such payment shall not be made before payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, or (6ii) months after the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation separation from Service orservice occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if earlierthe premiums therefore were paid by the EMPLOYEE, the date EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of such period. (b) Solely for purposes of Section 409A of the ParticipantIRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was 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. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s deathtermination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” 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 § 1.409A-l(h).

Code Section 409A. It is intended that each installment of the payments and benefits provided for in this Agreement shall be treated as a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that this Agreement and payment of the Plan be designed and operated within amounts set forth in this Agreement shall (a) satisfy, to the requirements greatest extent possible, the exemptions from the application of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”), including under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), or (b) be construed and administered in accordance with Section 409A. However, if the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “nonqualified deferred compensation” under Section 409A and Executive is, on the date of Executive’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the provisions timing of Section 409A shall control. Any provision the payments and benefits provided for in the Plan or this Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A delayed as follows: on the earlier to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. occur of (ai) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months and one day after Executive’s Separation from Service or (ii) the date of Separation from Service or, if earlierExecutive’s death (such earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable payment or benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the Participant’s death.payment of the payment or benefit had not been so delayed pursuant to this Section 9(j). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

Code Section 409A. It This Agreement is intended that this Agreement and the Plan be designed and operated within the requirements of Code to comply with Section 409A (including of the Code and any applicable exemptions) and, ambiguous provisions will be construed in a manner that is compliant with or exempt from the event application of any inconsistency between any Section 409A of the Code. If a provision of the Plan Agreement would result in the imposition of earlier or this Agreement and additional taxes under Section 409A409A of the Code, the provisions parties agree that such provision shall be reformed to avoid imposition of such taxes. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall controlbe considered a separate payment, and Executive’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments and “termination of employment” shall mean Executive’s “separation from service” as defined in Section 1.409A-1(h) of the Final Treasury Regulations promulgated under Section 409A of the Code, including the default presumptions thereof. Any provision If (i) Executive is a “specified employee,” as such term is defined in Section 409A of the Plan or Code and determined as described below in this Section 7(j), and (ii) any payment due under this Agreement is subject to Section 409A of the Code and is required to be delayed under Section 409A of the Code, that payment shall be paid on the earliest of (A) the first business day that is determined to violate six months after Executive’s separation from service, (B) the date of Executive’s death or (C) the date that otherwise complies with the requirements of Section 409A of the Code. This Section 7(j) shall be void applied by accumulating all payments that otherwise would have been paid within six months of Executive’s separation from service and without effect. Any provision that is required by Section 409A to appear in paying such accumulated amounts on the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply earliest business day which complies with the requirements of Section 409A. (b) Notwithstanding anything 409A of the Code. For purposes of determining the identity of specified employees, the Board may establish procedures as it deems appropriate in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to accordance with Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathCode.

Code Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A- 1(b)(9), and this Agreement will be construed to the Plan greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be designed construed in a manner that complies with Code Section 409A and operated within the requirements incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any applicable exemptionsinstallment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the event Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any inconsistency between any provision portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the Plan or this Agreement and related adverse taxation under Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as timing of the date of payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (as defined below), distributions with respect to any RSUs that have been deferred may not be made before i) the date that is six (6) months and one day after the effective date of your Separation from Service orService, if earlier, and (ii) the date of the Participant’s deathyour death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any amounts so deferred. Notwithstanding anything to the contrary in this Agreement, you shall be responsible for any taxes imposed on the recipient of the compensation and benefits set forth in this Agreement including without limitation any taxes under Section 409A of the Code.

Code Section 409A. It (i) The intent of the parties is intended that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. In accordance with the foregoing intention, the severance payments payable under Section 3 shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the Plan be designed and operated within fifteenth (15th) day of the requirements third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (including any applicable exemptionsii) and, in the event of any inconsistency between Notwithstanding any provision of to the Plan contrary in this Agreement, to the extent that the payments or benefits under this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined are “nonqualified deferred compensation” subject to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Code Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(9)(iii), then then, to the extent required by Code Section 409A or to satisfy such exception, no amount shall be payable pursuant to Executive unless Executive’s termination of employment constitutes a Separation from Service. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Section 409A of the Code and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i) as of the date Code, then such portion deferred pursuant to this Section 7(h)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before A) the date that is six (66)-months following Executive’s Separation from Service, (B) months after the date of Separation from Service orExecutive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, 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. (iv) To the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Code Section 409A, if earlierthe period during which Executive may execute the Release spans two calendar years, the date payment of any such payments or benefits shall occur (or commence) on the later of (A) January 1 of the Participant’s deathsecond calendar year, or (B) on the date specified in Section 3(a).

Code Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Plan greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be designed construed in a manner that complies with August 18, 2018 Code Section 409A and operated within the requirements incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any applicable exemptionsinstallment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the event Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any inconsistency between any provision portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the Plan or this Agreement and related adverse taxation under Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as timing of the date of payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (as defined below), distributions with respect to any RSUs that have been deferred may not be made before i) the date that is six (6) months and one day after the effective date of your Separation from Service orService, if earlier, and (ii) the date of the Participant’s deathyour death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any amounts so deferred.

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (c) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or to otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisers shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It (i) The intent of the parties is intended that payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the Plan be designed final treasury regulations and operated within the requirements of Code other legally binding guidance promulgated thereunder (collectively, “Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or Code”).Accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code. To the maximum extent permitted, this Agreement and shall be interpreted in accordance with Section 409A, 409A of the provisions Code. For purposes of Section 409A shall control. Any provision of the Code, Executive’s right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. (ii) If Executive is a “specified employee” (as defined in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to appear in the Plan extent that the payments or benefits under this Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Treasury Regulation prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be deemed paid or distributed to include any similar Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or successor provisions thereto(C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (aiii) The Executive Performance RSU Award including each component RSU Award part thereof is intended to To the extent applicable, this Agreement shall be exempt interpreted in accordance with the applicable exemptions from Code Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement would reasonably be expected to cause the short-term deferral exception set forth in application of an accelerated or additional tax under Section 409A of the Code Section orExecutive and the Company agree to amend this Agreement, in or take such other actions as the alternativeCompany deems reasonably necessary or appropriate, to comply with the requirements of Section 409A.409A of the Code while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (biv) Notwithstanding anything Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of accordance with Treasury Regulation Section 1.409A-1(c)(3)(v)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, then and Executive’s right to the extent that the Executive Performance RSU award, in whole or in part, is reimbursement for such amounts shall not be subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to liquidation or exchange for any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathother benefit.

Code Section 409A. It is intended If the Company (or, if applicable, the successor entity thereto) determines that this Agreement and the Plan be designed and operated within the requirements of Code Severance Benefits constitute “deferred compensation” under Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan Code (Section 409A, together, with any state law of similar effect, “Section 409A”) and [Executive/Employee] is, at the time of the separation from service, a “specified employee” of the Company (or this Agreement and any successor entity thereto), as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the provisions timing of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A Severance Benefits shall be void and without effect. Any provision that is required by Section 409A delayed as follows: on the earlier to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. occur of (ai) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six months and one day after [Executive’s/Employee’s] separation from service and (6ii) months after the date of Separation from Service or, if earlier[Executive’s/Employee’s] death (such earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to [Executive/Employee] a lump sum amount equal to the sum of the Participant’s deathSeverance Benefits that [Executive/Employee] would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 10 and (B) commence paying the balance of the Severance Benefits in accordance with the original payment schedules set forth above. For the avoidance of doubt, it is intended that (1) each installment of the Severance Benefits is a separate “payment” for purposes of Section 409A, (2) all Severance Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)(iii), and (3) the Severance Benefits consisting of premiums paid under COBRA also satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Section 1.409A-1(b)(9)(v).

Code Section 409A. It This Agreement is intended that to comply with Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. This Agreement shall be construed and interpreted with such intent. Each payment under Section 10 of this Agreement and the Plan or any Corporation benefit plan is intended to be designed and operated within the requirements treated as one of a series of separate payments for purposes of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall controlTreasury Regulation § 1.409A-2(b)(2)(iii). Any provision in the Plan or Agreement payment under Section 10 that is determined subject to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may will not be made before the date that is six (6) months after the date of Separation from Service termination or, if earlier, the date of Executive’s death (the Participant“Six-Month Delay Rule”) if Executive is a Specified Employee (as defined below) as of Executive’s deathtermination of employment. Payments to which Executive otherwise would be entitled during the first six months following Executive’s termination of employment (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following Executive’s termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent permitted under Code Section 409A and Treasury Regulation § 1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the Six-Month Delay and as soon as practicable after satisfaction of Section 13 of this Agreement, the Corporation will pay Executive an amount equal to the lesser of (A) the total severance scheduled to be provided under Section 10 above, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s termination of employment occurs, and (2) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Corporation for the taxable year of Executive preceding the taxable year of Executive in which Executive’s termination of employment occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to Executive by the Corporation under Section 10 above. For purposes of this Agreement, the term “Specified Employee” has the meaning given to that term in Code Section 409A and Treasury Regulation § 1.409A-1(i) (or other similar or successor provisions). The Corporation’s “specified employee identification date” (as described in Treasury Regulation § 1.409A-1(i)(3) or any similar or successor provisions) will be December 31 of each year, and the Corporation’s “specified employee effective date” (as described in Treasury Regulation § 1.409A-1(i)(4) or any similar or successor provisions) will be April 1 of each succeeding year.

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (c) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or to otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisors shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that the intent of this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan to either meet an exception from or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. 409A (b"Section 409A") Notwithstanding anything in of the Plan or Agreement to Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v"Code"), then and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the extent that date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive Performance RSU awardis a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, in whole or in part, is any nonqualified deferred compensation subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that would otherwise have been deferred may not be made before payable under this Agreement as a result of, and within the date that is first six (6) months after following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of Separation the Executive's separation from Service service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the Participant’s deathextent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a "gross-up" payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the "gross-up" payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and no later than the end of Executive's taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive's rights under this Agreement.

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Section 4(b)(ii), (iii) and (v) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall control. Any provision mean Executive’s Separation from Service. (ii) If Executive is a “specified employee” (as defined in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to appear in the Plan extent that the payments or benefits under this Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Treasury Regulation prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9(o)(ii) shall be deemed paid or distributed to include any similar Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or successor provisions thereto(C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (aiii) The To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive Performance RSU Award including each component RSU Award part thereof is and the Company determine that any payments or benefits payable under this Agreement intended to be exempt from comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A under of the short-term deferral exception set forth in Code Section orCode, in Executive and the alternativeCompany agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A.409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (biv) Notwithstanding anything Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of accordance with Treasury Regulation Section 1.409A-1(c)(3)(v)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, then and || Executive’s right to the extent that the Executive Performance RSU award, in whole or in part, is reimbursement for such amounts shall not be subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to liquidation or exchange for any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.other benefit. ||

Code Section 409A. It 17.1 This Agreement is intended that this Agreement and the Plan to comply with, or be designed and operated within the requirements of exempt from, Code Section 409A (including any applicable exemptions“Section 409A”) andand will be interpreted, administered and operated in the event a manner consistent with that intent. 17.2 For purposes of any inconsistency between any provision of the Plan or this Agreement and Section 409A, each of the provisions payments that may be made under this Agreement are designated as separate payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A 409A, references to “termination of services” (and substantially similar phrases) shall control. Any provision be interpreted and applied in the Plan or Agreement a manner that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply consistent with the requirements of Section 409A. (b) 17.3 Notwithstanding anything in the Plan or this Agreement to the contrary, if in the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent event that the Executive Performance RSU awardChairperson is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, in whole or in part, is no payments that are “deferred compensation” subject to Section 409A and the Participant is a Specified Employee (as defined below) as that are made by reason of the date Executive Chairperson’s “separation from service” within the meaning of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not Section 409A shall be made before to the Executive Chairperson prior to the date that is six (6) months after the date of Separation the Executive Chairperson’s “separation from Service service” or, if earlier, the Executive Chairperson’s date of death. Immediately following such delay period, all such delayed payments will be paid in a single lump sum. Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for the ParticipantExecutive Chairperson’s deathbenefit under any Company sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by the Executive Chairperson to the Company or any affiliate.

Code Section 409A. It This Agreement is intended that to comply, and shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement and the Plan be designed and operated within the requirements of that is reasonably necessary to ensure compliance with Code Section 409A (including any applicable exemptions) and, in provided that Valero shall choose the event action that best preserves the value of any inconsistency between any provision of the Plan or payments and benefits provided to Participant under this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of consistent with Code Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein409A), and the Plan parties agree that this Agreement shall be administered interpreted in all respects as if such provision was expressly set forth herein. Any reference a manner that is consistent with Code Section 409A. In furtherance, but not in limitation of the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto.foregoing: (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended in no event may Participant designate, directly or indirectly, the calendar year of any payment to be exempt from made hereunder; (b) to the extent the Participant is a “specified employee” within the meaning of Code Section 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A under and that would otherwise become due during the first six months following Participant's termination of employment shall be delayed and all such delayed payments shall be paid in full in the seventh month after such termination date, provided that the above 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 set forth described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant's employment hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) 409A. Executed effective as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.first written above. By: ______________________________________

Code Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Plan greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be designed and operated within the requirements construed in a manner that complies with Section 409A. For all purposes of Code Section 409A (including including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), your right to receive any applicable exemptionsinstallment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, in the event of any inconsistency between accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly payments upon Separation from Service set forth therein shall be herein and/or under any other agreement with the Company are deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), “deferred compensation,” then to the extent that delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the Executive Performance RSU awardrelated adverse taxation under Code Section 409A, such payments shall not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall be paid in whole a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in part, is subject to the applicable agreement. No interest shall be due on any amounts so deferred. If the severance benefits are not covered by one or more exemptions from the application of Code Section 409A and the Participant is a Specified Employee (as defined below) as of consideration and revocation period in the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlierAgreement spans two calendar years, the date of Separation Agreement will become effective no earlier than the Participant’s deathJanuary 1 in the calendar year following the year in which the termination occurs.

Code Section 409A. It (a) This Agreement is intended to comply with Code Section 409A, to the extent applicable, and shall be construed and interpreted consistent with that intent. (b) If and to the extent that any payment or benefit under this Agreement is determined to constitute “non-qualified deferred compensation” subject to Code Section 409A and is payable to the Plan Executive by reason of the Executive’s termination of employment, then (a) such payment or benefit shall be designed and operated within made or provided to the requirements Executive only upon a “separation from service” as defined for purposes of Code Section 409A under applicable regulations (including any applicable exemptionsa “Separation from Service”) and, in and (b) if the event Executive is a “specified employee” (within the meaning of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under and as determined by the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCompany), then to the extent that the Executive Performance RSU award, in whole such payment or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may benefit shall not be made or provided before the date that is six (6) months after the date of the Executive’s Separation from Service or(or the Executive’s earlier death) to the extent required for compliance with Code Section 409A. In addition, if earlierthe Executive is a Specified Employee and receives continuing life insurance coverage under a group term life insurance policy following termination of employment, then, during the first six (6) months following the Separation from Service, to the extent such life insurance coverage provides a benefit in excess of $50,000 and the Company cannot pay for such coverage in compliance with Code Section 409A, the date Executive shall pay the Company for such coverage and, after the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage. (c) To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit under this Agreement is determined to be subject to (and not exempt from) Code Section 409A, the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the Participant’s deathcalendar year following the calendar year in which the Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit, in each case to the extent required for compliance with Code Section 409A. ******* [Signatures are on the next page.]

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and (iv) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A shall control. Any provision in of the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretoCode. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (bii) Notwithstanding anything in the Plan or Agreement herein to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the any payments to Executive Performance RSU award, in whole or in part, is pursuant to Section 4(b)) are treated as non-qualified deferred compensation subject to Section 409A and of the Participant is Code, then (A) no amount shall be payable pursuant to such section unless Executive’s termination of employment constitutes a Specified Employee “separation from service” with the Company (as such term is defined belowin Treasury Regulation Section 1.409A-1(h) as of and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the date of sixtieth (60th) day following (1) Executive’s Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before payments pursuant to Section 4(b)(ii) or (2) the date that is six (6) months after the date later of Executive’s Separation from Service or, if earlier, or the date of the ParticipantChange in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and (C) if Executive, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s deathtermination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten (10) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Code Section 409A. 24.1 It is intended that any amounts payable under this Agreement and the Plan be designed Company’s and operated within the requirements Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A (including any applicable exemptions409A”) and, in so as not to subject the event Executive to payment of any inconsistency between interest or additional tax imposed under Code Section 409A. To the extent that any provision of the Plan or amount payable under this Agreement and would trigger the additional tax imposed by Code Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void construed and without effect. Any provision that is required by Section 409A interpreted in a manner to appear in avoid such additional tax yet preserve (to the Plan or Agreement that is not expressly set forth therein shall be deemed nearest extent reasonably possible) the intended benefit payable to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretoExecutive. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements 24.2 Notwithstanding any provision of Section 409A. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if the Participant should become subject to Executive is a “specified employee” within the 6-month delay rule meaning of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below1.409A-1(i) as of the date of the Executive’s Separation from Service, to the extent any payment under Section 5.3(b) is deemed to be deferred compensation within the meaning of Section 409A of the Code that is payable as a result of a Separation from Service, then the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) until the earlier of (i) the date which is six (6) months after Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 24.2 shall be paid (without interest) as defined below), distributions with respect to any RSUs that have been deferred may not be made before soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the date of Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the ParticipantExecutive’s death). The provisions of this Section 24.2 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. 24.3 To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 3.6 or Section 4.2 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

Code Section 409A. It is intended that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, and accordingly, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code.. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, to the extent that the payments or benefits under this Agreement are “nonqualified deferred compensation” subject to Code Section 409A or are intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(9)(iii), then then, to the extent required by Code Section 409A or to satisfy such exception, no amount shall be payable pursuant to Executive unless Executive’s termination of employment constitutes a Separation from Service. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Section 409A of the Code and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i) as of the date Code, then such portion deferred pursuant to this Section 9.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before i) the date that is six (66)-months following Executive’s Separation from Service, (ii) months after the date of Separation from Service orExecutive’s death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if earliertimely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the date last day of Executive’s taxable year following the Participanttaxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s deathtaxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the termination benefits payable under Section 4(b), if any, shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the Plan be designed and operated within fifteenth (15th) day of the requirements third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury Regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A shall controlof the Code. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Participant should become subject to Company within the 6-month delay rule meaning of Treasury Regulation Section 1.409A-1(c)(3)(v409A (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), then as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Section 409A of the Code and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i) as of the date Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before A) the date that is six (66)-months following Executive’s Separation from Service, (B) months after the date of Separation from Service or, if earlier, Executive’s death or (C) the earliest date as is permitted under Section 409A of the Participant’s deathCode. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

Code Section 409A. It is intended that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including Notwithstanding any applicable exemptions) andother provision herein, in the event that the sixty (60) day period following Executive’s Separation referred in Section 7(b) or 7(d), as applicable, spans two calendar years, the cash payment referred to in clause (i) of any inconsistency between any provision such section shall be made (or commence) in the second of the Plan or this Agreement and two calendar years. For purposes of Code Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement each payment that is determined paid under Sections 7(b) and/or (d) above is hereby designated as a separate payment. Notwithstanding anything stated herein to violate the requirements contrary, each of the separate payments made within six (6) months of Executive’s Separation, to the extent subject to Code Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein409A, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(9)(iii), then ; provided that (i) to the extent that the Executive Performance RSU award, in whole or in part, is subject any of such payments do not qualify to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or otherwise exceeds the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS, and (ii) if the Participant Company (for this purpose, “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of Executive’s Separation and, at the time of Executive’s Separation Executive is a Specified Employee (“specified employee,” as defined below) as in Treasury Regulation Section 1.409A-1(i), then the portion of the date of Separation from Service (as defined below), distributions with respect to any RSUs payments that have been deferred may does not qualify or otherwise exceeds such limit shall not be made before paid during the date that is six (6) months after month period following Executive’s Separation and shall instead be paid on the date first business day following the expiration of Separation from Service such six (6) month period or, if earlier, the date of the ParticipantExecutive’s death, and any remaining payments shall continue to be paid in accordance with this Section 7.

Code Section 409A. It This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and 4(b)(iv) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A shall controlof the Code. Any provision in Notwithstanding anything herein to the Plan contrary, to the extent any payments to Executive pursuant to Sections 4(b)(ii) or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from Code US-DOCS\109442666.4 Section 409A under of the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(9)(iii), then then, to the extent that the Executive Performance RSU award, in whole or in part, is subject to required by Section 409A and of the Participant is Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless Executive's termination of employment constitutes a Specified Employee “separation from service” with the Company (as such term is defined belowin Treasury Regulation Section 1.409A-1(h) as of the date of and any successor provision thereto) (a “Separation from Service (as defined belowService”), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement Performance Share Award (2017) during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination or Change in Control (as applicable). Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or to otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisors shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. (a) In the event that the payments or benefits made pursuant to this Agreement constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Executive’s employment triggering payment of benefits under Section 4(c) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time Executive’s employment terminates), any benefits payable under Section 4(c) that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Executive is a “specified employee” (as that term is used in Section 409A and regulations and other guidance issued thereunder) on the date Executive’s separation from service becomes effective, any benefits payable under Section 4(c) that constitute non-qualified deferred compensation subject to Section 409A shall be delayed until the earlier of: (A) the business day following the six-month anniversary of the date Executive’s separation from service becomes effective, or (B) the date of Executive’s death, but only to the extent necessary to avoid the adverse tax consequences and penalties under Section 409A. On the earlier of: (A) the business day following the six-month anniversary of the date Executive’s separation from service becomes effective, or (B) Executive’s death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid Executive prior to that date under Section 4(c) of this Agreement. (b) It is intended that each installment of the payments and benefits provided under Section 4(c) of this Agreement and shall be treated as a separate “payment” for purposes of Section 409A. Neither Company nor Executive shall have the Plan be designed and operated within right to accelerate or defer the requirements of Code Section 409A (including any applicable exemptions) and, in the event delivery of any inconsistency between any provision of such payments or benefits except to the Plan extent specifically permitted or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (bc) Notwithstanding anything in the Plan or any other provision of this Agreement to the contrary, if this Agreement shall be interpreted and at all times administered in a manner that avoids the Participant should become subject inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to the 6-month delay rule of Treasury Regulation be in compliance with Section 1.409A-1(c)(3)(v), then to the extent 409A. Executive acknowledges and agrees that the Executive Performance RSU awardCompany does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, in whole or in part, is subject including but not limited to consequences related to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.409A.

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and (iv) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear interpreted in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements this Agreement is hereby designated as a series of Section 409A.“separate payments” within the (bii) Notwithstanding anything in the Plan or Agreement herein to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the any payments to Executive Performance RSU award, in whole or in part, is pursuant to Section 4(b)) are treated as non-qualified deferred compensation subject to Section 409A and of the Participant is Code, then (A) no amount shall be payable pursuant to such section unless Executive’s termination of employment constitutes a Specified Employee “separation from service” with the Company (as such term is defined belowin Treasury Regulation Section 1.409A-1(h) as of and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the date of sixtieth (60th) day following (1) Executive’s Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before payments pursuant to Section 4(b)(ii) or (2) the date that is six (6) months after the date later of Executive’s Separation from Service or, if earlier, or the date of the ParticipantChange in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and (C) if Executive, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s deathtermination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten (10) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Code Section 409A. It is intended that (a) To the extent applicable, this Agreement and the Plan shall be designed and operated within the requirements of Code interpreted in accordance with Section 409A (including any applicable exemptions) and, in of the event Code and Department of any inconsistency between Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 8(a) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A of the Code. (b) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any payments under Section 2 above, shall be paid to Executive during the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to period following Executive’s Separation from Service if the extent Company determines that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as “specified employee” at the time of the date of such Separation from Service (within the meaning of Section 409A) and paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as defined belowa result of the previous sentence, then on the first business day following the end of such 6-month period, (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), distributions the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such 6-month period, without interest thereon. (c) To the extent that any payments or reimbursements provided to Executive hereunder, including without limitation any reimbursements made in accordance with respect Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31st of the year following the year in which the expense was incurred. The amount of any RSUs such payments eligible for reimbursement in one year shall not affect the payments or expenses that have been deferred may are eligible for payment or reimbursement in any other taxable year, 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. (d) For the avoidance of doubt, any amount payable under this Agreement, within a period following Executive’s termination of employment or other event, shall be made before on a date during such period as determined by the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathCompany in its sole discretion.

Code Section 409A. It is intended that (i) The provisions of Section 5 of this Agreement are not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and (iii) and 5(e)(i), (ii) and (iii) shall be paid in accordance with such provisions, but in no event later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive's first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of shall be interpreted in accordance with Code Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements and Department of Section 409A shall be void Treasury regulations and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretoother interpretive guidance issued thereunder. (aii) The If the Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code a "specified employee" (as defined in Section 409A under of the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCode), then as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive's Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Section 409A of the Code and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i) as of the date Code, then such portion deferred pursuant to this Section 9(p)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before A) the date that is six (6) months after following Executive's Separation from Service, (B) the date of Separation Executive's death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Service orSection 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), if earlier(3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the date provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an "additional tax" as defined in Section 409A(a)(1)(B) of the Participant’s deathCode. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive's taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive's, and Executive's right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. It For purposes of Code Section 409A, each payment that is intended paid, and benefit that is provided, pursuant to this Agreement is hereby designated as a separate payment. The Company and the Plan Employee intend that all payments made or to be designed made, and operated within benefits provided or to be provided, under this Agreement comply with, or are exempt from, the requirements of Code Section 409A (including so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Code Section 409A, and any applicable exemptions) andambiguities herein will be interpreted to so comply or be so exempt. Specifically, any severance payments made, or benefits provided, in the event of any inconsistency between any provision of the Plan or connection with Employee’s Separation under this Agreement and Section 409Apaid on or before the fifteenth (15th) day of the third (3rd) month following the end of Employee’s first tax year in which Employee’s Separation occurs or, if later, the provisions (15th) day of Section 409A shall control. Any provision the third (3rd) month following the end of the Company’s first (1st) tax year in the Plan or Agreement that is determined to violate the requirements of Section 409A which Employee’s Separation occurs, shall be void and without effect. Any provision that is required by exempt from Code Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed maximum extent permitted pursuant to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section 1.409A-1(b)(4) and any additional severance payments or benefits provided in connection with Employee’s Separation under this Agreement shall be deemed exempt from Code Section 409A to include 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 similar event be paid no later than the last day of Employee’s second (2nd) taxable year following the taxable year in which Employee’s Separation occurs). Notwithstanding the foregoing, if any of the severance payments or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended benefits provided in connection with Employee’s Separation do not qualify for any reason to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(4), then to Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Employee is, at the extent that the Executive Performance RSU awardtime of Employee’s Separation, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (“specified employee,” as defined below) as of the date of Separation from Service (as defined belowin Treasury Regulation Section 1.409A-1(i), distributions with respect to any RSUs that have been deferred may each such payment or benefit will not be made before until the date that is six first (61st) months after the regularly scheduled payroll date of the seventh (7th) month after Employee’s Separation from Service and, on such date (or, if earlier, the date of the ParticipantEmployee’s death.), Employee will receive all payments and benefits that would have been provided during such period in a single lump sum. Any lump sum payment of delayed payments or benefits pursuant to the preceding sentence shall be paid with interest to reflect the period of delay, with such interest to accrue at the prime rate in effect at Citibank, N.A. at the time of Employee’s Separation. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of such Separation shall made by the Company in accordance with the terms of Code Section 409A.

Code Section 409A. It is intended that (a) Unless otherwise expressly provided, any payment of compensation by the Company to the Executive for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (Section 409A”), whether pursuant to this Agreement and or otherwise, shall be made on or before the Plan be designed and operated fifteenth (15th) day of the third (3rd) month following the later of the end of the calendar year or the end of the Company’s fiscal year, in either case in which the Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A or unless delay is permitted pursuant to Section 409A. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) by the Company to the Executive are intended to comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, and this Agreement shall be interpreted consistent therewith. Neither the Company nor the Executive, individually or in combination, may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. In the event that the Executive is determined to be a “key employee” (as defined in Section 416(i) of the Code (without regard to paragraph (5) thereof)) of the Company or its affiliates at a time when the Company or its affiliates has stock which is deemed to be publicly-traded on an established securities market for purposes of Section 409A, payments determined to be “nonqualified deferred compensation” thereunder and payable following termination of the Executive’s employment with the Company shall be made to the Executive no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following the month in which occurs the Executive’s separation from service with the Company and its affiliates within the meaning of Code Section 409A, or (ii) the date of the Executive’s death, consistent with the provisions of Section 409A shall control. 409A. Any provision in payment delayed by reason of the Plan or Agreement that is determined to violate the requirements of Section 409A prior sentence shall be void and paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule, without effectinterest thereon. Any provision that is required by Section 409A Notwithstanding anything herein to appear the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder to not be in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply compliance with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if the Participant should become subject parties shall use commercially reasonable efforts to make all terms of this Agreement consistent with and all payments made pursuant to this Agreement payable at such times as to not result in any penalty, interest and/or tax to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then Executive pursuant to the extent that the Executive Performance RSU award, in whole or in part, is subject to provisions of Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months 409A. If after the date of Separation from Service orhereof the Company indemnifies or otherwise protects any other executive or employee with regard to any liability pursuant to Section 409A, if earlier, then automatically and without further action on the date part of the Participant’s deathCompany.

Code Section 409A. It is intended that (A) To the extent applicable, this Agreement and the Plan shall be designed and operated within the requirements of Code interpreted in accordance with Section 409A (including any applicable exemptions) and, in of the event Code and Department of any inconsistency between Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject Company determines that any compensation or benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code and related Department of Treasury guidance, the Company may, with Xxxxxxx’x prior written consent, adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 8.1 shall not create any obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action. (B) Notwithstanding anything to the contrary in this Agreement, no payment or benefits shall be paid to Xxxxxxx during the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of period following his Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as defined belowa result of Xxxxxxx’x death), distributions with respect the Company shall pay Xxxxxxx a lump-sum amount equal to any RSUs the cumulative amount that would have otherwise been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathpayable to Xxxxxxx during such period.

Code Section 409A. It is intended If the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement and or the Severance Plan be designed and operated within (any such payments, the requirements of “Plan Payments”) constitute “deferred compensation” under Internal Revenue Code Section 409A (including together, with any applicable exemptionsstate law of similar effect, “Section 409A”) and, in the event of any inconsistency between any provision and if Executive is a “specified employee” of the Plan Company or this Agreement and any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the provisions timing of Section 409A shall control. Any provision in the Plan or Agreement that is determined Payments will be delayed as follows: on the earliest to violate the requirements occur of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a1) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six months and one day after the “separation from service” (6as such term is defined in Section 1.409A-1(h) months after of the Treasury Regulations), and (2) the date of Separation from Service or, if earlierExecutive’s death (such earliest date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) will (i) pay to Executive a lump sum amount equal to the sum of the Participant’s deathPlan Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 4.4 and (ii) commence paying the balance of the Plan Payments in accordance with the applicable payment schedules set forth in this Agreement or the Severance Plan, as applicable. Prior to the imposition of any delay on the Plan Payments as set forth above, it is intended that (A) each installment of the Plan Payments be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (B) all Plan Payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Plan Payments consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).

Code Section 409A. (a) It is intended the intention of Company and the Executive that the provisions of this Agreement either (i) provide compensation that is not deferred compensation, or (ii) provide compensation that is deferred compensation exempt from Section 409A of the Code, or (iii) provide deferred compensation that complies with Section 409A of the Code and the Plan rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “409A”), and all provisions of this Agreement will be designed construed and operated interpreted in a manner consistent with this intent. (b) To the extent Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the requirements meaning of Code Treasury Regulation Section 409A 1.409A-1(b)) upon separation from service (including within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any applicable exemptionssuch payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) and, in In the event of any inconsistency between that Company determines that any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined subject to violate 409A does not comply with 409A, Company, acting in good faith, will be entitled, without Executive’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the requirements greatest extent commercially practicable, maintain the economic value to Executive of such provision. (d) For purposes of 409A, each installment of Severance Pay under Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall 3.1(a) will be deemed to be set forth therein, and the Plan shall be administered in all respects a separate payment as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a permitted under Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto1.409A-2(b)(2)(iii). (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (be) Notwithstanding anything in the Plan or Agreement to the contrarycontrary contained in this Agreement, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then a Qualifying Termination shall occur only to the extent that the Executive Performance RSU award, in whole or in part, is subject to incurs a “separation from service” with the Company within the meaning of Treasury Regulation Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below1.l409A-1(h), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that Notwithstanding any provision of this Agreement and to the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andcontrary, in the event that any delivery of any inconsistency between any Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed terms “ceases to be set forth thereinemployed”, “termination of employment” and the Plan shall be administered variations thereof, as used in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive 409A. Performance RSU Award including each component RSU Award part thereof is Share Units are generally intended to be exempt from Code Section 409A under the as short-term deferral exception set forth in Code Section ordeferrals and, in accordingly, the alternative, terms of this Agreement shall be construed to comply with preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the requirements of Section 409A. 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company nor any of its Subsidiaries shall be liable to any Participant (bor any other individual claiming a benefit through the Participant) Notwithstanding anything for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan Plan, and the Company and its Subsidiaries shall have no obligation to indemnify or Agreement to the contrary, if otherwise protect the Participant should become subject from the obligation to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject pay any taxes pursuant to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below)409A, distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathunless otherwise specified. 9.

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and (iv) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A shall control. Any provision in of the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretoCode. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (bii) Notwithstanding anything in the Plan or Agreement herein to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the any payments to Executive Performance RSU award, in whole or in part, is pursuant to Section 4(b)) are treated as non-qualified deferred 11 compensation subject to Section 409A and of the Participant is Code, then (A) no amount shall be payable pursuant to such section unless Executive’s termination of employment constitutes a Specified Employee “separation from service” with the Company (as such term is defined belowin Treasury Regulation Section 1.409A-1(h) as of and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the date of sixtieth (60th) day following (1) Executive’s Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before payments pursuant to Section 4(b)(ii) or (2) the date that is six (6) months after the date later of Executive’s Separation from Service or, if earlier, or the date of the ParticipantChange in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and (C) if Executive, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s deathtermination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten (10) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Code Section 409A. It is intended that (a) To the extent applicable, this Agreement and the Plan shall be designed and operated within the requirements of interpreted in accordance with Code Section 409A (including any applicable exemptions) and, in the event and Department of any inconsistency between Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become Company determines that any compensation or benefits payable under this Agreement may be subject to Code Section 409A, the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCompany may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), then or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Code Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code Section 409A, and/or (ii) comply with the requirements of Code Section 409A; provided, however, that this Section 6.11(a) shall not create any obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. (b) If Executive is a “specified employee” (as defined in Code Section 409A), as determined by the Company in accordance with Code Section 409A, on the date of Executive’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Code Section 409A and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined below) as of the date of Separation from Service (as defined belowprohibited distribution under Code Section 409A(a)(2)(B)(i), distributions with respect then the payment of such amounts shall be delayed and such portion delayed pursuant to any RSUs that have been deferred may not this Section 6.11(b) shall be made before paid or distributed to Executive in a lump sum on the earlier of (i) the date that is six (66)-months and one day following Executive’s Separation from Service, (ii) months after the date of Executive’s death or (iii) the earliest date as is permitted under Code Section 409A (the “Six Month Delay”). Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a Separation from Service orfrom the Company. In addition, if earlierfor purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein 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. Without limiting the foregoing, any right to a series of installment payments pursuant to this Agreement shall be treated as a right to a series of separate payments. Specifically, to the extent the provisions of Treasury Regulation Section 1.409A-1(b)(9) are applicable to any individual installment payment that becomes payable under this Agreement, the date portion of the Participant’s deathsuch payment that is 11 Include as applicable. less than the limit prescribed under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (or any successor provision) shall, to the extent permitted by Section 409A, be payable to Executive in the manner prescribed herein without regard to the Six Month Delay. (d) To the extent that any payments or reimbursements provided to Executive under this Agreement (including pursuant to Section 6.14 below) are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such payments or reimbursements shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Code Section 409A. It (a) This Agreement is intended to comply with Code Section 409A, to the extent applicable, and shall be construed and interpreted consistent with that intent. (b) If and to the extent that any payment or benefit under this Agreement is determined to constitute “non-qualified deferred compensation” subject to Code Section 409A and is payable to the Plan Executive by reason of the Executive’s termination of employment, then (a) such payment or benefit shall be designed and operated within made or provided to the requirements Executive only upon a “separation from service” as defined for purposes of Code Section 409A under applicable regulations (including any applicable exemptionsa “Separation from Service”) and, in and (b) if the event Executive is a “specified employee” (within the meaning of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under and as determined by the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCompany), then to the extent that the Executive Performance RSU award, in whole such payment or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may benefit shall not be made or provided before the date that is six (6) months after the date of the Executive’s Separation from Service or(or the Executive’s earlier death) to the extent required for compliance with Code Section 409A. In addition, if earlierthe Executive is a Specified Employee and receives continuing life insurance coverage under a group term life insurance policy following termination of employment, then, during the first six (6) months following the Separation from Service, to the extent such life insurance coverage provides a benefit in excess of $50,000 and the Company cannot pay for such coverage in compliance with Code Section 409A, the date Executive shall pay the Company for such coverage and, after the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage. (c) To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit under this Agreement is determined to be subject to (and not exempt from) Code Section 409A, the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the Participant’s death.calendar year following the calendar year in which the Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit, in each case to the extent required for compliance with Code Section 409A. *******

Code Section 409A. It is (a) The compensation and benefits payable under this Agreement, including without limitation the benefits described in Section 2 of this Agreement, are not intended that to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 2 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. If the Plan Company and Executive determine that any compensation or benefits payable under this Agreement may be designed or become subject to Code Section 409A and operated within related Department of Treasury guidance, the Company and Executive agree to amend this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take such other actions as the Company and Executive deem necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Code Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement, or (ii) comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event and related Department of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions theretoguidance. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement herein to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the any payments to Executive Performance RSU award, in whole or in part, is pursuant to Section 2 are treated as non-qualified deferred compensation subject to Section 409A and of the Participant is Code, then (i) no amount shall be payable pursuant to such section unless Executive’s termination of employment constitutes a Specified Employee “separation from service” with the Company (as such term is defined belowin Treasury Regulation Section 1.409A-1(h) as and any successor provision thereto) (a “Separation from Service”), and (ii) if at the time of the date of Executive’s Separation from Service (Executive is a “specified employee” as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date in Section 409A of the Participant’s death.Code, as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or

Code Section 409A. It (i) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 4(b)(ii) and (iv) shall be paid no later than the Plan be designed later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and operated within (B) the requirements fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement shall be interpreted in accordance with Code Section 409A and Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the provisions meaning of Section 409A of the Code. (ii) Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Section 4(b)) are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (A) no amount shall control. Any be payable pursuant to such section unless Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the sixtieth (60th) day following (1) Executive’s Separation from Service (with respect to payments pursuant to Section 4(b)(ii) or (2) the later of Executive’s Separation from Service or the date of the Change in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and (C) if Executive, at the Plan time of his or Agreement that her Separation from Service, is determined by the Company to violate be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the requirements Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s termination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten (10) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall made by the Company in accordance with the terms of Section 409A shall be void of the Code and applicable guidance thereunder (including without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a limitation Treasury Regulation Section shall be deemed to include 1.409A-1(i) and any similar or successor provisions provision thereto). (ai) The To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive Performance RSU Award including each component RSU Award part thereof is and the Company determine that any payments or benefits payable under this Agreement intended to be exempt from comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A under of the short-term deferral exception set forth in Code Section orCode, in Executive and the alternativeCompany agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A.409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (bii) Notwithstanding anything Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of accordance with Treasury Regulation Section 1.409A-1(c)(3)(v)1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, then and Executive’s right to the extent that the Executive Performance RSU award, in whole or in part, is reimbursement for such amounts shall not be subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to liquidation or exchange for any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s deathother benefit.

Code Section 409A. It is intended that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptionsa) and, in In the event of any inconsistency between any provision of that the Plan payments or this Agreement and benefits set forth in Section 4 constitute "non- qualified deferred compensation" subject to Section 409A, then the provisions following conditions apply to such payments or benefits: (i) Any termination of Executive's employment triggering payment of benefits under Section 409A shall control4 must constitute a "separation from service" under Section 409A(a)(2)(A)(i) of the Code and Treas. Any provision in Reg. §l.409A-l(h) before distribution of such benefits can commence. To the Plan or Agreement extent that is determined the termination of Executive's employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §l.409A-1(h) (as the result of further services that are reasonably anticipated to violate be provided by Executive to Stoke at the requirements of time Executive's employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be void delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and without effectTreas. Any Reg. §l.409A-l(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits on Executive's part, but shall only act as a delay until such time as a "separation from service" occurs. (ii) Notwithstanding any other provision that with respect to the timing of payments under Section 4 if, at the time of Executive's termination, Executive is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth thereina "specified employee" of Stoke (within the meaning of Section 409A(a)(2)(B)(i) of the Code), and then limited only to the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, extent necessary to comply with the requirements of Section 409A.409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive's employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (b) It is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate "payment" for purposes of Section 409A. Neither Stoke nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (c) Notwithstanding anything in the Plan or any other provision of this Agreement to the contrary, if this Agreement shall be interpreted and at all times administered in a manner that avoids the Participant should become subject inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Stoke does not guarantee the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v)tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, then including but not limited to the extent that the Executive Performance RSU award, in whole or in part, is subject consequences related to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.409A.

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Performance Share Award (2021) Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination or Change in Control (as applicable). Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisors shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that (a) Anything in this Agreement and to the Plan be designed and operated contrary notwithstanding, if at the time of the EMPLOYEE’S separation from service within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions meaning of Section 409A shall control. Any provision in of the Plan Code, TBOP’s stock is publicly traded on an established securities market or Agreement otherwise and TBOP determines that the EMPLOYEE is determined to violate a “specified employee” within the requirements meaning of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in 409A(a)(2)(B)(i) of the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v)Code, then to the extent any payment or benefit that the Executive Performance RSU award, in whole or in part, is EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A and the Participant is a Specified Employee (as defined below409A(a) as of the date IRC as a result of Separation from Service the application of Section 409A(a)(2)(B) (as defined below)i) of the IRC, distributions with respect to any RSUs that have been deferred may such payment shall not be made before payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, or (6ii) months after the EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation separation from Service orservice occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if earlierthe premiums therefore were paid by the EMPLOYEE, the date EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of such period. (b) Solely for purposes of Section 409A of the Participant’s deathIRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was 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. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’S termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’S “separation from service.” 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 § 1.409A-l(h).

Code Section 409A. It Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is intended six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the Plan payments provided hereunder are intended to be designed and operated within exempt from or otherwise comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A shall controlor any other provision of federal, state, local, or non-United States law. Any provision in None of the Plan Company, its Subsidiaries, or Agreement that is determined to violate the requirements of Section 409A their respective directors, officers, employees or advisors shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Employee (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Plan Company and its Subsidiaries shall be administered in all respects as if such provision was expressly set forth herein. Any reference in have no obligation to indemnify or otherwise protect the Plan or Agreement Employee from the obligation to Section 409A or a Treasury Regulation Section shall be deemed pay any taxes pursuant to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that the intent of this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan to either meet an exception from or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. 409A (b“Section 409A”) Notwithstanding anything in of the Plan or Agreement to Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v“Code”), then and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the extent that date of a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive Performance RSU awardis a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, in whole or in part, is any nonqualified deferred compensation subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that would otherwise have been deferred may not be made before payable under this Agreement as a result of, and within the date that is first six (6) months after following, the Executive’s “separation from service” and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of Separation the Executive’s separation from Service service or, if earlier, the date of the ParticipantExecutive’s death. Any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this Agreement.

Code Section 409A. It For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that is intended that paid pursuant to this Agreement and the Plan is hereby designated as a separate payment. Further (i) no severance or benefits to be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) andpaid or provided to Executive, in the event of any inconsistency between any provision of the Plan or if any, pursuant to this Agreement and that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the provisions meaning of 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 shall control. Any provision pursuant 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, and (iii) in the Plan case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement that is determined to violate comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any 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 void and without effect. Any provision that is required by exempt from Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed maximum extent permitted pursuant to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be deemed exempt from Section 409A to include 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 similar 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 successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, pursuant to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(b)(4), then to Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the extent that the Executive Performance RSU awardtime of Executive’s termination, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (“specified employee,” as defined below) as of in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the and one (1) day following Executive’s termination and, on such date of Separation from Service (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 a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the date contrary, to the extent that any reimbursements or in-kind 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 Participant’s deathcalendar 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.

Code Section 409A. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Plan greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be designed construed in a manner that complies with Code Section 409A and operated within the requirements incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any applicable exemptionsinstallment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the event Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any inconsistency between any provision portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the Plan or this Agreement and related adverse taxation under Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as timing of the date of payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (as defined below), distributions with respect to any RSUs that have been deferred may not be made before i) the date that is six (6) months and one day after the effective date of your Separation from Service orService, if earlier, and (ii) the date of the Participant’s deathyour death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any amounts so deferred.

Code Section 409A. It (a) This Agreement is not intended that this Agreement to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Section 3(a) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the Plan be designed and operated within fifteenth (15th) day of the requirements third month following the first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A (including and any applicable exemptions) andTreasury Regulations and other guidance issued thereunder. To the extent applicable, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear interpreted in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from accordance with Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements and Department of Section 409A.Treasury regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything If the Executive is a “specified employee” (as defined in Section 409A of the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(vCode), then as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Section 409A of the Code and the Participant delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a Specified Employee (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i) as of the date Code, then such portion deferred pursuant to this Section 7.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before a) the date that is six (66)-months following Executive’s Separation from Service, (b) months after the date of Separation from Service or, if earlier, Executive’s death or (c) the earliest date as is permitted under Section 409A of the Participant’s deathCode. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

Code Section 409A. It is This Agreement and the monies and benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, where applicable, provided, however, that if this Agreement and the Plan monies and benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be designed interpreted and operated within construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Company does not represent or warrant that this Agreement will comply with Code Section 409A shall controlor any other provision of federal, state, or local law. Any provision in Neither the Plan Company nor its directors, officers, employees or Agreement that is determined to violate the requirements of Section 409A advisers shall be void and without effect. Any provision that is required by Section 409A liable to appear in the Plan Executive (or Agreement that is not expressly set forth therein shall be deemed to be set forth thereinany other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of monies or benefits paid under this Agreement, and the Plan Company shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. With respect to the payments provided by Section 2(a)(v) of this Agreement, the Executive’s employment shall be administered in all respects treated as terminated if such provision was expressly the termination meets the definition of “separation from service” as set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed 1.409A-1(h)(l). Notwithstanding anything to include any similar or successor provisions thereto. the contrary contained in this Agreement, if (a) The the Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i), and (b) any payment provided by this Agreement does not qualify for exemption from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule deferred compensation of Treasury Regulation Section 1.409A-1(c)(3)(v)1.409A-1(b)(4) or otherwise, then then, to the extent required for compliance with Code Section 409A, any payments that the Executive Performance RSU award, in whole or in part, is subject to are not exempt from Code Section 409A and shall be made in accordance with the Participant is a Specified Employee terms of this Agreement, but in no event earlier than the first to occur of (as defined belowi) as the first day of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before seventh month following the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the ParticipantExecutive’s death.termination of

Code Section 409A. (a) It is intended the intention of Company and Employee that the provisions of this Agreement either (i) provide compensation that is not deferred compensation, or (ii) provide compensation that is deferred compensation exempt from Section 409A of the Code, or (iii) provide deferred compensation that complies with Section 409A of the Code and the Plan rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “409A”), and all provisions of this Agreement will be designed construed and operated interpreted in a manner consistent with this intent. (b) To the extent Employee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the requirements meaning of Code Treasury Regulation Section 409A 1.409A-1(b)) upon separation from service (including within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any applicable exemptionssuch payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) and, in In the event of any inconsistency between that Company determines that any provision of the Plan or this Agreement and Section does not comply with 409A, Company will be entitled, without Employee’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the provisions greatest extent commercially practicable, maintain the economic value to Employee of such provision. (d) For purposes of 409A, each installment of severance pay under Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall 1.1(a) will be deemed to be set forth therein, and the Plan shall be administered in all respects a separate payment as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a permitted under Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto1.409A-2(b)(2)(iii). (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (be) Notwithstanding anything in the Plan or Agreement to the contrarycontrary contained herein, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then a Qualifying Termination shall occur only to the extent that the Executive Performance RSU award, in whole or in part, is subject to Employee incurs a “separation from service” with Company within the meaning of Treasury Regulation Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below1l409A-1(h), distributions with respect to any RSUs that have been deferred may not be made before the date that is six (6) months after the date of Separation from Service or, if earlier, the date of the Participant’s death.

Code Section 409A. It is intended that (a) To the extent applicable, this Agreement and the Plan shall be designed and operated within the requirements of interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder (including any applicable exemptions) and, in the event of any inconsistency between from time to time collectively referred to as “Section 409A”). Notwithstanding any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should Company determines that any compensation or benefits, including without limitation the amounts payable under Section 2.2 hereof, may be or become subject to Section 409A, the 6-month delay rule Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt the payments and benefits from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 5.2(a) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. Notwithstanding anything herein to the contrary, Xxxxx expressly agrees and acknowledges that in the event that any taxes are imposed under Section 409A with respect to any payments or benefits under this Agreement, the payment of such taxes shall be solely Xxxxx’x responsibility, and the Company shall have no liability for such taxes. (b) If Xxxxx is a “specified employee” (as defined in Section 409A), as determined by the Company in accordance with Section 409A, on the date of Xxxxx’x “separation from service” from the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(c)(3)(v1.409A-1(h) (a “Separation from Service”), then to the extent that the Executive Performance RSU award, in whole payments or in part, is benefits under this Agreement are subject to Section 409A and the Participant delayed payment or distribution of all or any portion of such amounts to which Xxxxx is entitled under this Agreement is required in order to avoid a Specified Employee (as defined below) as of the date of Separation from Service (as defined belowprohibited distribution under Section 409A(a)(2)(B)(i), distributions with respect then the payment of such amounts shall be delayed and such portion delayed pursuant to any RSUs that have been deferred may not this Section 5.2(b) shall be made before paid or distributed to Xxxxx in a lump sum on the earlier of (i) the date that is six (66)-months and one day following Xxxxx’x Separation from Service, (ii) months after the date of Xxxxx’x death or (iii) the earliest date as is permitted under Section 409A (the “Six Month Delay”). Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A, Xxxxx shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Xxxxx under this Agreement that are payable upon Xxxxx’x termination of employment until Xxxxx would be considered to have incurred a Separation from Service orfrom the Company. In addition, if earlierfor purposes of this Agreement, each amount to be paid or benefit to be provided to Xxxxx pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described herein 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. Without limiting the foregoing, any right to a series of installment payments pursuant to this Agreement shall be treated as a right to a series of separate payments. Specifically, to the extent the provisions of Treasury Regulation Section 1.409A-1(b)(9) are applicable to any individual installment payment that becomes payable under this Agreement, the date portion of the Participant’s deathsuch payment that is less than the limit prescribed under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (or any successor provision) shall, to the extent permitted by Section 409A, be payable to Xxxxx in the manner prescribed herein without regard to the Six Month Delay. (d) To the extent that any payments or reimbursements provided to Xxxxx under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such payments or reimbursements shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Code Section 409A. It is intended that each installment of the payments and benefits provided for in this Agreement and is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the Plan be designed and operated within avoidance of doubt, it is intended that payments of the requirements amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or Code (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that any severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the date of his Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the provisions timing of Section 409A shall control. Any provision the payment of such severance payments and/or benefits, as applicable, described in the Plan or Agreement that is determined to violate the requirements of Section 409A Sections 2(a) and 2(b) shall be void and without effect. Any provision that is required by Section 409A delayed as follows: on the earlier to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. occur of (ai) The Executive Performance RSU Award including each component RSU Award part thereof is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A. (b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that the Executive Performance RSU award, in whole or in part, is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation from Service (as defined below), distributions with respect to any RSUs that have been deferred may not be made before the date that is six months and one day after Executive’s Separation from Service or (6ii) months after the date of Separation from Service or, if earlierExecutive’s death (such earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the Participant’s deathpayment of the benefit had not been so delayed pursuant to this Section 9(i).

Code Section 409A. It is intended that Payments made pursuant to this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions) and, in the event of any inconsistency between any provision of the Plan or this Agreement and Section 409A, the provisions of Section 409A shall control. Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) The Executive Performance RSU Award including each component RSU Award part thereof is are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under the short-term deferral exception set forth in this Agreement are subject to Code Section or, in the alternative, 409A and this Agreement fails to comply with that section’s requirements, the requirements of Section 409A. (b) Notwithstanding anything in Company may, at the Plan or Company’s sole discretion, and without the Employee’s consent, amend this Agreement to the contrary, if the Participant should become subject cause it to the 6-month delay rule of Treasury Regulation comply with Code Section 1.409A-1(c)(3)(v), then to 409A or otherwise be exempt from Code Section 409A. To the extent that the Executive Performance RSU award, in whole or in part, is subject required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Participant is Employee shall not be deemed to have had a Specified Termination unless the Employee (has incurred a “separation from service” as defined below) as of the date of Separation from Service (as defined belowin Treasury Regulation §1.409A-1(h), distributions with respect and amounts that would otherwise be payable pursuant to any RSUs that have been deferred may not this Agreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be made before paid on the first business day after the date that is six (6) months after following the date of Separation from Service orEmployee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on the Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the ParticipantChange in Control or the date of the Employee’s death.Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.