Common use of Code Section 409A Clause in Contracts

Code Section 409A. It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 The Award Agreement is intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the intent contrary, in the event the Award Agreement is subject to Code Section 409A, the Company may, in its sole discretion and without Participant’s prior consent, amend the Plan and/or the Award Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by the Company to (i) exempt the Plan and/or the Award Agreement from the application of this Code Section 409A, (ii) preserve the intended tax treatment of the Award Agreement to either meet an exception from or to (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein to the contrary, in no event shall the Company or any Subsidiary have any liability or obligation to any Participant or any other person in the event that the Plan or the Award Agreement is not exempt from, or compliant with, Code Section 409A. Furthermore, notwithstanding anything in this Award Agreement to the contrary, any Restricted Stock Units that become vested under this Agreement as of the date or at a time that is by reference to Participant’s termination as a Service Provider and that constitute an item of non-qualified deferred compensation subject to Code Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the shall not be settled unless Participant experiences a “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i409A (a “Separation from Service”). If the Executive ; provided that if Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A as of the Executivedate of the Separation from Service (as determined according to the methodology established by the Company as in effect on the date of Participant’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result ofService Provider), and within the Restricted Stock Units shall instead be settled on the first business day that is after the earlier of (i) the date that is six (6) months 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 the Executive’s separation Separation from service or, if earlier, Service or (ii) the date of ExecutiveParticipant’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 such delayed payment is otherwise required in order to avoid tax, penalties and/or interest a prohibited distribution under Section 409A 409A(a)(2) of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for or 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 of the Code. 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 agreementsuccessor provision thereto.

Code Section 409A. It is the intent of Notwithstanding any other provision in this Agreement to either meet an exception from or the contrary, if and to comply with the requirements of extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Internal Revenue Company that such benefits shall, to the extent practicable, comply with, or be exempt from, Code of 1986, as amendedSection 409A, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean shall, to the date extent practicable, be construed in accordance therewith. Deferrals of a "separation benefits distributable pursuant to this Agreement that are otherwise exempt from service" within the meaning of Code Section 409A(a)(2)(A)(i). If 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of (as defined under Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment409A), any nonqualified payment that is deemed to be deferred compensation subject to under Code Section 409A that would otherwise have been payable under this Agreement as to be made to the Executive upon a result of, and within the first six (6) months following, the Executive’s "separation from service" and service may not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following be made before the date of the that is six months after Executive’s separation from service or(or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the date phrase “termination of Executive’s death. Any employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such “nonqualified deferred compensation” shall not be subject to anticipationterms, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowingprovisions and conditions shall, to the extent necessary practicable, be deemed to avoid taxbe made a part of this Agreement, penalties and/or interest under and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A of if and to the Codeextent required. The Company agrees Further, in the event that it will pay, indemnify and hold the Executive harmless for this Agreement or 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 benefit thereunder shall be deemed not to comply with Code Section 409A, then neither the amount required to cause Company, the net amount retained by Board, 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 Committee nor its or their designees or agents shall be liable to any participant or other person for actions, decisions or determinations 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 of the Code. 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 agreementgood faith.

Code Section 409A. It is To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or to (b) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986Treasury guidance; provided, as amendedhowever, and that this Section 16 shall not create any rulings and regulations promulgated thereunder (collectivelyobligation on the part of the Company or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References right to a termination series of employment in Section 7 of payments pursuant to this Agreement shall mean be treated as a right to a series of separate payments. Notwithstanding anything to the date of a "contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six-month period following the Participant’s “separation from service" within ” to the meaning of Code Section 409A(a)(2)(A)(i). If extent that the Executive Administrator determines that the Participant is a “specified employee” (each within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). The Executive agrees If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that he will not withhold his consent would have otherwise been payable to the Participant during such six-month period under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreementAgreement.

Code Section 409A. It is Unless otherwise expressly provided, any payment of compensation by Company to the intent of Executive, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to either meet an exception from or such payment vests (i.e., is not subject to comply with the requirements a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “CodeCode Section 409A”), and any ambiguities herein will be so interpreted and this agreement will be so administered). References to a termination All payments of employment in Section 7 of this Agreement shall mean the date of a "separation from service" “nonqualified deferred compensation” (within the meaning of Code Section 409A(a)(2)(A)(i). If 409A are intended to comply with the Executive is a “specified employee” within the meaning requirements of Code Section 409A(a)(2)(B)(i) at 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the time of earliest date on which it is permitted to be paid under Code Section 409A. In the Executive’s event that an amount becomes payable to the Executive upon termination of employment, the Company shall determine whether such payment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that any nonqualified deferred compensation subject such amounts would be paid to the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Executive, the Company agrees to promptly provide to him such information that would otherwise have been the Executive may reasonably request with regard to its determination. In the event that the Company determines that an amount payable under this Agreement as a result ofto the Executive after his termination of employment is subject to the Specified Employee Rule, and within then no distribution of such amount shall be made to the first Executive on account of his separation from service before the date which is six (6) months 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 after the date of the Executive’s his separation from service or, (or if earlier, the date of death of the Executive’s death) as and to the extent required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by Code Section 409A shall be paid to the Executive as soon as permitted by Code Section 409A without the imposition of excise taxes. Any All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such “nonqualified deferred compensation” expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementanother benefit.

Code Section 409A. It To the extent applicable, it is the intent of intended that this Agreement to either meet an exception from or to and any payment made hereunder shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amendedCode, and any rulings and related regulations or other guidance promulgated thereunder with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (collectively, the “CodeCode Section 409A”). Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Code Section 409A, and any ambiguities herein will which amendment may be so interpreted and retroactive to the extent permitted by Code Section 409A. Without limiting the generality of the foregoing: (i) for all purposes under this agreement will be so administered. References Agreement, reference to a Executive’s “termination of employment in Section 7 of this Agreement employment” (and corollary terms) with the Company shall mean the date of a "be construed to refer to Executive’s “separation from service" within ” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the meaning Company) with the Company; and (ii) to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Code Section 409A(a)(2)(A)(i). If the Executive is Executive’s employment under this Agreement or thereafter provides for a “specified employeedeferral of compensation” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 (x) the amount required eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to cause any shorter time periods provided in any expense reimbursement policy of the net amount retained by the Executive after Company, any reimbursement or payment of all taxes, including taxes an expense under such plan or arrangement must be made on or before the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account last day 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 calendar year next following the taxable calendar 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 of the Code. 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 agreementexpense was incurred.

Code Section 409A. It is If and to the intent extent any portion of any payment provided to the Employee under this Agreement to either meet an exception from or to comply in connection with the requirements of Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive 409A”) is a determined to constitute “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i) at ), as determined by the time Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the Executivepayment, compensation or other benefit shall not be paid before the earlier of (i) the day that is six (6) months plus one (1) day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth (10th) day after the date of the Employee’s termination death (as applicable, the “New Payment Date”). The aggregate of employmentany payments that otherwise would have been paid to the Employee during the period between the date of separation from service and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date, and any nonqualified remaining payments will be paid on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to the Employee or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsection.

Code Section 409A. It is the intent Notwithstanding any other provision of this Agreement, it is intended that any payments or benefit which is provided pursuant to or in connection with this Agreement which is considered to either meet an exception from or be deferred compensation subject to comply with the requirements of Section 409A of the Internal Revenue Code of 1986shall be provided and paid in such form and at such time, including, without limitation, payment only in connection with a permissible payment event as amended, and any rulings and regulations promulgated thereunder (collectively, complies with the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning applicable requirements of Code Section 409A(a)(2)(A)(i)409A to avoid the unfavorable tax consequences provided therein for noncompliance. If the Executive Employee is a “specified employee” within the meaning of Code (as defined in Section 409A(a)(2)(B)(i) at the time 409A of the ExecutiveCode) and any of the Bank’s termination or Holding Company’s stock is publicly traded on an established securities market or otherwise, then payment of employment, any nonqualified amount or provision of any benefit under this Agreement which is considered to be deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within of the first Code shall be deferred for six (6) months followingas required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the Executive’s "payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. For purposes of this Agreement, any termination of employment will be read to mean a “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 ” within the date of the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 meaning of Section 409A of the Code. The Executive agrees Code where it is reasonably anticipated that he will not withhold his consent under this Section 20 if no further services would be performed after such date or that the proposed amendment does not materially adversely affect level of bona fide services Employee would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the Executive’s rights under this agreementaverage level of bona fide services performed over the immediately preceding thirty-six (36) month period.

Code Section 409A. It is the i. The intent of the parties is that payments and benefits under this Agreement to either meet an exception from or to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings the regulations and regulations guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “Codepayment shall be made within thirty (30) days following the date of termination”), and the actual date of payment within the specified period shall be within the sole discretion of the Company. ii. A termination of employment shall not be deemed to have occurred for purposes of any ambiguities herein will be so interpreted and provision of this agreement will be so administered. References to Agreement providing for the payment of any amounts or benefits upon or following a termination of employment in Section 7 of this Agreement shall mean the date of unless such termination is also a "“separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i). 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Executive is date of termination to be a “specified employee” within the meaning of Code that term under Section 409A(a)(2)(B)(i409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) at and is due upon your separation from service, such payment or benefit shall not be made or provided until the time date which is the earlier of (A) the expiration of the Executive’s termination six (6)-month period measured from the date of employmentyour “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, any nonqualified deferred compensation subject program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to Code this Section 409A that 11(c) (whether they would have otherwise have been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement as a result of, and within shall be paid or provided in accordance with the first six (6normal payment dates specified for them herein. iii. All expenses or other reimbursements paid pursuant to Sections 5(b) months following, or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the Executive’s "separation from service" and not by reason end of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day the calendar year next following the date calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such “nonqualified deferred compensation” right to reimbursement or in-kind benefits shall not be subject to anticipationliquidation or exchange for another benefit, 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 of the Code. 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 (ii) the amount of additional tax and interest penalty payable expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by the Executive on account Section 105(b) of the violation of Section 409A. Such payment Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made by on or before the Company within thirty (30) days last day 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 your 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 of the Code. 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 agreementexpense occurred.

Code Section 409A. It is If and to the intent extent any portion of any payment provided to the Employee under this Agreement to either meet an exception from or to comply in connection with the requirements of Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive 409A”) is a determined to constitute “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i) at ), as determined by the time Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the Executivepayment, compensation or other benefit shall not be paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s termination death (as applicable, the “New Payment Date”). The aggregate of employmentany payments that otherwise would have been paid to the Employee during the period between the date of separation from service and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date, and any nonqualified remaining payments will be paid on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to the Employee or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsection.

Code Section 409A. It is To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the effective date of this Agreement, the Company or the Partnership determines that the Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company or the Partnership 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 or the Partnership determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or to (b) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986Treasury guidance; provided, as amendedhowever, and that this Section 18 shall not create any rulings and regulations promulgated thereunder (collectivelyobligation on the part of the Company, the “Code”)Partnership or any Subsidiary to adopt any such amendment, and policy or procedure or take any ambiguities herein will such other action. Notwithstanding anything to the contrary in this Agreement, no amounts shall be so interpreted and this agreement will be so administered. References paid to a termination of employment in Section 7 of the Participant under this Agreement shall mean during the date of a "six-month period following the Participant’s “separation from service" within ” to the meaning of Code Section 409A(a)(2)(A)(i). If extent that the Executive Administrator determines that the Participant is a “specified employee” (each within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). The Executive agrees If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that he will not withhold his consent would have otherwise been payable to the Participant during such six-month period under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreementAgreement.

Code Section 409A. It is To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or to (b) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986Treasury guidance; provided, as amendedhowever, and that this Section 16 shall not create any rulings and regulations promulgated thereunder (collectivelyobligation on the part of the Company or any Related Entity to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References right to a termination series of employment in Section 7 of payments pursuant to this Agreement shall mean be treated as a right to a series of separate payments. Notwithstanding anything to the date of a "contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six-month period following the Participant’s “separation from service" within ” to the meaning of Code Section 409A(a)(2)(A)(i). If extent that the Executive Committee determines that the Participant is a “specified employee” (each within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). The Executive agrees If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that he will not withhold his consent would have otherwise been payable to the Participant during such six-month period under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreementAgreement.

Code Section 409A. It This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is the intent of intended, and this Agreement to either meet an exception from will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or to discretion hereunder shall comply with the requirements provisions of Section 409A so as not to subject the Executive to the payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement that is subject to Section 409A and triggered by the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the Executive’s “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 employment”, (i) “termination of this Agreement employment” shall mean have the date of a "same meaning as “separation from service" within the meaning of Code ” under Section 409A(a)(2)(A)(i). If ) of the Code, and (ii) in the event the Executive is a “specified employee” within on the meaning of Code Section 409A(a)(2)(B)(i) at the time date of the Executive’s termination of employment, any nonqualified deferred compensation subject employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service termination of employment or, if earlierlater, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s death. Any termination of employment but before any payment has been made, such “nonqualified deferred compensation” shall not remaining payments that were or could have been delayed will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, paid to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 estate without regard to the taxing authoritysuch six-month delay). The Executive acknowledges and agrees that the Company may amend this agreement, with has made no representation to the consent Executive as to the tax treatment of the Executive, as the Company determines is necessary or advisable so that payments made compensation and benefits provided pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A of the Code. 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 agreementAgreement.

Code Section 409A. It is This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the intent 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 generality of the foregoing and notwithstanding any other provision of this Agreement to either meet an exception from or the contrary, (i) with respect to comply with the requirements of any payments and benefits under this Agreement to which Code Section 409A of applies, all references in this Agreement to the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a Termination Date or other termination of Employee’s employment in Section 7 of this Agreement shall are intended to mean the date of a "Employee’s “separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Section 4, 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 end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (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 Employee’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 regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If the Executive Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of the ExecutiveEmployee’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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, then to the extent necessary to avoid tax, penalties and/or interest under Section 409A subjecting Employee to the imposition of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty under Code Section 409A, amounts that would otherwise be payable amount by under this Agreement during the Executive on account six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, to Employee’s estate) in 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 lump sum on the “gross-up” payment, to equal first business day after 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 earlier of the date that Executive submits proof is six months following Employee’s separation from service or Employee’s death. To the extent any reimbursements or in-kind benefits due to Employee 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 payment of such taxes to the taxing authority and not an eligible expense must be made no later than the end last day of Executive’s taxable calendar year next following the taxable calendar year in which the Executive submits expense was incurred; and (iii) the respective taxes 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 Employee or any other individual to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent or any 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 of the Code. 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 agreementits affiliates.

Code Section 409A. It is the intent The vesting and settlement of Performance Units awarded pursuant to this Award Agreement are intended to either meet an exception qualify for the “short-term deferral” exemption from Section 409A of the Code or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amendedapplicable, and any rulings the provisions of this Award Agreement will be interpreted, operated, and regulations promulgated thereunder (collectivelyadministered in a manner consistent with these intentions. Anything to the contrary in the Plan or this Award Agreement requiring the consent of the Participant notwithstanding, the “Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Performance Units qualify for exemption from or comply with Section 409A of the Code”); provided, however, that the Company makes no representations that the Performance Units will be exempt from or comply with Section 409A of the Code, and makes no undertaking to preclude Section 409A of the Code from applying to the Performance Units, and the Company will have no liability to the Participant or any ambiguities herein will other party if a payment under this Award Agreement that is intended to be exempt from, or compliant with, Section 409A of the Code is not so interpreted and exempt or compliant or for any action taken by the Committee with respect thereto. Notwithstanding anything to the contrary in the Plan, this agreement will be so administered. References Award Agreement or the Grant Notice, to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within extent that the meaning of Code Section 409A(a)(2)(A)(i). If the Executive Participant is a “specified employee” (within the meaning of Code the Company’s established methodology for determining “specified employees” for purposes of Section 409A(a)(2)(B)(i) at the time 409A of the Executive’s termination Code), payment or distribution of employment, any nonqualified deferred compensation amounts with respect to the Performance Units that are subject to Code Section 409A that would otherwise have been payable under this Agreement of the Code will be made as a result of, and within soon as practicable following the first six (6) months following, business day of the Executiveseventh month following the Participant’s "“separation from service" and not by reason ” (within the meaning of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date 409A of the Executive’s separation Code) from service the Company and its Affiliates, or, if earlier, the date of Executivethe Participant’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 of the Code. 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 of the Code. 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 the intent of Notwithstanding anything in this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectivelycontrary, the “Code”), and receipt of any ambiguities herein will be so interpreted and benefits under this agreement will be so administered. References to Agreement as a result of a termination of employment in Section 7 shall be subject to satisfaction of this Agreement shall mean the date of condition precedent that the Participant undergo a "“separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i)Treas. If the Executive Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)(i) at 409A(a)(2)(B), then with regard to any payment or the time provisions of the Executive’s termination of employment, any nonqualified deferred compensation subject benefit that is required to be delayed pursuant to Code Section 409A that would otherwise have been payable under this Agreement as a result of409A(a)(2)(B), and within such payment or benefit shall not be made or provided prior to the first earlier of (i) the expiration of the six (6) months following, the Executive’s "separation month period measured 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 the Executive’s Participant's “separation from service orservice” (as such term is defined in Treas. Reg. § 1.409A-1(h)), if earlier, or (ii) the date of Executive’s deaththe Participant's death (the “Delay Period”). Any Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such “nonqualified deferred compensation” delay) shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, paid or borrowing, reimbursed to the extent necessary to avoid taxParticipant in a lump sum, penalties and/or interest and any remaining payments and benefits due under Section 409A of the Code. 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 this Agreement shall be paid or provided in accordance with the amount required to cause the net amount retained by the Executive after normal 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 dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) days 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 authorityDAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. The Executive agrees that the Company may amend this agreementIN ADDITION, with the consent of the ExecutiveTHIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT IF THE STOCKHOLDERS OF THE COMPANY DO NOT APPROVE THE PLAN AT THE ANNUAL MEETING OF STOCKHOLDERS IN JULY, 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 of the Code2015. 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 agreementBY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. It is the intent Notwithstanding any provisions of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986contrary, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the if Executive is a “specified employee” within the meaning of Section 409A of the Code and any temporary, proposed or final regulations thereunder (together, “Section 409A(a)(2)(B)(i409A”) at the time of the Executive’s termination termination, and any severance payments (including any benefits which provide for a “deferral of employment, any nonqualified deferred compensation subject compensation” within the meaning of Section 409A) to Code Section 409A that would otherwise have been payable under be made to Executive pursuant to this Agreement will not be paid or provided in full by March 15 of the year following the year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, then only that portion of such severance payments up to the 409A Limit (as a result of, and defined below) may be made within the first six (6) months following, the following Executive’s "separation from service in accordance with the applicable payment schedule. Any portion of such severance payments in excess of the 409A Limit shall accrue and, to the extent such severance payments would otherwise have been payable within the first six (6) months following Executive’s separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable the date that is six (6) months and one (1) day following the date of the Executive’s separation from service service. All subsequent severance payments, if any, will be payable as provided in this Agreement. For purposes of this Agreement, the “409A Limit” means the lesser of: (a) two (2) times the Executive’s annualized compensation based upon the Executive’s annual rate of pay (the determination of Executive’s annual rate of pay for this purpose shall be as determined in accordance with Section 409A if additional guidance is released after the date of this Agreement or, if earlierno such guidance is released, the date of Executive’s death. Any such “nonqualified deferred compensation” annual rate of pay shall not be subject deemed to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, be Executive’s annual base salary); and (b) two (2) times the maximum amount that may be taken into account under a qualified plan pursuant to the extent necessary to avoid tax, penalties and/or interest under Section 409A 401(a)(17) of the Code. The Company agrees that it will pay, indemnify and hold Code for 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 has a separation from service. The intent of this Agreement is for all payments made hereunder to comply with the respective taxes requirements of Section 409A; to the taxing authority. The Executive agrees that the Company may amend extent any terms of this agreementAgreement are ambiguous, such terms shall be interpreted in accordance 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 of the Code. 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 agreementsuch intent.

Code Section 409A. It is If and to the intent extent any portion of any payment provided to you under this Agreement to either meet an exception in connection with your separation from or to comply with the requirements of service in Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the is determined to constitute “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A and you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) at ), as determined by the time Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination you, as a condition to accepting benefits under this Agreement and the Plan, agrees that you are is bound, such portion of the Executiveshares of Company’s termination common stock to be delivered on a vesting date shall not be delivered before the earlier of employment(i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth (10th) day after the date of your death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to you during the period between the date of separation from service and the New Payment Date shall be delivered to you on such New Payment Date, and any nonqualified remaining shares will be delivered on their original schedule. Neither the Company nor you will have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsection.

Code Section 409A. It is Unless otherwise expressly provided, any payment of compensation by Company to the intent of Executive, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to either meet an exception from or such payment vests (i.e., is not subject to comply with the requirements a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “CodeCode Section 409A”), and any ambiguities herein will be so interpreted and this agreement will be so administered). References to a termination All payments of employment in Section 7 of this Agreement shall mean the date of a "separation from service" “nonqualified deferred compensation” (within the meaning of Code Section 409A(a)(2)(A)(i). If 409A are intended to comply with the Executive is a “specified employee” within the meaning requirements of Code Section 409A(a)(2)(B)(i) at 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the time of earliest date on which it is permitted to be paid under Code Section 409A. In the Executive’s event that an amount becomes payable to the Executive after termination of employment, the Company shall determine whether such payment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that any nonqualified deferred compensation subject such amounts would be paid to the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Executive, the Company agrees to promptly provide to him such information that would otherwise have been the Executive may reasonably request with regard to its determination. In the event that the Company determines that an amount payable under this Agreement as a result ofto the Executive after his termination of employment is subject to the Specified Employee Rule, and within then no distribution of such amount shall be made to the first Executive on account of his separation from service before the date which is six (6) months 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 after the date of the Executive’s his separation from service or, (or if earlier, the date of death of the Executive’s death) as and to the extent required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by the prior sentence shall be paid to the Executive as soon as permitted by Code Section 409A, without the imposition of excise taxes. Any All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such “nonqualified deferred compensation” expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementanother benefit.

Code Section 409A. It If and to the extent that Code Section 409A is deemed to apply to the intent of Award, it is intended that this Agreement and the Award shall, to either meet an exception from or the extent practicable, be construed in accordance therewith. Notwithstanding any provision to comply with the requirements of Section 409A of contrary in this Agreement, if the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean Participant is deemed on the date of a "his or her “separation from service" ” (within the meaning of Code Treas. Reg. Section 409A(a)(2)(A)(i1.409A-1(h). If ) with the Executive is Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Code Section 409A(a)(2)(B)(i) at the time 409A payable on account of the Executive’s termination of employment, any nonqualified deferred compensation subject a “separation from service” that is required to be delayed pursuant to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six 409A(a)(2)(B) (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(Aafter taking into account any applicable exceptions to such requirement), will become payable such payment shall be made on the date that is the earlier of (i) the expiration of the six (6) months and one (1) day following month period measured from the date of the ExecutiveParticipant’s “separation from service service” (with such payments to be made during the seventh month following the “separation from service”, or, if earlier, (ii) the date of Executivethe Participant’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 otherwise permitted under Code Section 409A (the “Delay Period”). Upon the expiration of the Code. The Company agrees that it will payDelay Period, 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 delayed pursuant to this agreement will not result in additional taxation of the Executive pursuant Section 24 shall be paid to the provisions Participant in a lump sum. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment constituting deferred compensation for purposes of Code Section 409A 409A, references to the Participant’s “termination of employment” (and corollary terms) with the CodeCompany shall be construed to refer to the Participant’s “separation from service” (within the meaning of Treas. The Executive agrees Reg. Section 1.409A-1(h)) with the Company. In the event that he the Award, this Agreement, or the Plan is deemed not to comply with Code Section 409A, then neither the Company, the Board of Directors, the Committee, nor its designees or agents will not withhold his consent under this Section 20 if be responsible to the proposed amendment does not materially adversely affect the Executive’s rights under this agreementParticipant or any person for actions, decisions, or determinations made in good faith.

Code Section 409A. It is This Agreement and the intent severance pay and other benefits provided hereunder are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to either meet an exception from or 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 comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Internal Revenue Code Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of 1986, as amendedcompensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any rulings and regulations promulgated thereunder (collectivelytaxes pursuant to Code Section 409A. If any payment or reimbursement, the “Code”)or portion thereof, and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of under this Agreement shall mean would be deemed to be a deferral of compensation not exempt from the date of a "separation from service" within the meaning provisions of Code Section 409A(a)(2)(A)(i). If the 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a “specified employee” within the meaning of under Code Section 409A(a)(2)(B)(i409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A death or (ii) the date that would otherwise have been payable under this Agreement as a result of, and within the first is six (6) months 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 the Executive’s separation from service or, if earlier, the date Termination of Executive’s deathEmployment (the “Delay Period”). Any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to Upon the extent necessary to avoid tax, penalties and/or interest under Section 409A expiration of the Code. The Company agrees that it will payDelay Period, 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 delayed pursuant to this agreement will not result Section 14 shall be paid to Executive in additional taxation of the Executive pursuant to the provisions of Section 409A of the Code. The Executive agrees that he will not withhold his consent a lump sum, and any remaining payments due under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement14 shall be payable in accordance with their original payment schedule.

Code Section 409A. It is In view of uncertainty surrounding the intent recently enacted Section 409A of this Agreement to either meet an exception from or to comply with the requirements Code, the Company believes that the Units may constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amendedCode, and any rulings it is the intention and regulations promulgated thereunder (collectively, belief of Mattel that the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment Units comply in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under all respects with Section 409A of the Code. The Company agrees If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable to ensure the foregoing, it will paymay make such amendment, 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 effective as 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 Grant Date or at any 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 agreementdate, with without the consent of the ExecutiveHolder. Consistent with the aim of compliance with Section 409A, as the Company determines is necessary or advisable so that payments made pursuant Settlement Date with respect to this agreement will not result in additional taxation any Unit shall be the first to occur of (i) the Executive scheduled vesting date of such Unit pursuant to the provisions first sentence of Section 409A 3, (ii) (x) if the Holder is not a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code. The Executive agrees that he will not withhold his consent under this Section 20 ) (a “Specified Employee”), the date of the Holder’s Severance, or (y) if the proposed amendment Holder is a Specified Employee, 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 only if such Disability qualifies the Holder as “disabled” with the meaning of Section 409A(a)(2)(A)(ii) of the Code), and (v) the date of a Change in Control (but 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). In the event that there occurs a Change in Control that does not materially adversely affect qualify as an event described in Section 409A(a)(2)(A)(v) of the Executive’s rights under this agreementCode 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 such Change in Control, plus interest thereon through the Settlement Date at the federal funds rate (as reported in the Wall Street Journal or any other information source reasonably selected by the Committee), compounded daily.

Code Section 409A. It This Restricted Stock Unit is the intent of this Agreement intended to either meet an exception be excepted from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 creditorscoverage under, or borrowingcompliant with, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code, and the regulations and other guidance promulgated thereunder (“409A”). The Executive Notwithstanding the foregoing or any other provisions of this Agreement or the Amended Plan to the contrary, if the Restricted Stock Unit is subject to the provisions of 409A (and not exempted therefrom), the provisions of this Agreement and the Amended Plan shall be administered, interpreted and construed in a manner necessary to comply with 409A (or disregarded to the extent such provision cannot be so administered, interpreted or construed). If any payment or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, the Participant agrees that he the Company may, without the consent of the Participant, modify this Agreement to the extent and in the manner the Company deems necessary or advisable in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of 409A or to provide such payments or benefits in a manner that complies with the provisions of 409A such that they will not withhold his consent be subject to the imposition of taxes and/or interest thereunder. If, at the time of the Participant’s separation from service (within the meaning of 409A), (i) the Participant shall be a specified employee (within the meaning of 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in 409A in order to avoid taxes or penalties under this Section 20 if 409A, then the proposed amendment does Company shall not materially adversely affect settle such amount on the Executive’s rights under this agreementotherwise scheduled settlement date, but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company makes no representation and/or warranties with respect to compliance with 409A, and the Participants recognizes and acknowledges that 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall remain solely responsible.

Code Section 409A. It This Performance Share Award is the intent of this Agreement intended to either meet an exception be exempt from or to comply with Section 409A of the requirements Code and shall be interpreted, operated and administered in a manner consistent with such intent. To the extent this Agreement provides for the Performance Share Award to become vested and be settled upon the Participant’s termination of employment, the applicable Shares shall be transferred to the Participant or his or her beneficiary upon the Participant’s “separation from service,” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, Code; provided that if the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive Participant is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A of the Executive’s termination of employmentCode, any then to the extent the Performance Share Award constitutes nonqualified deferred compensation subject to Code compensation, within the meaning of Section 409A that would otherwise have been payable under this Agreement as a result ofof the Code, and within such Shares shall be transferred to the first six Participant or his or her beneficiary upon the earlier to occur of (6i) months following, the Executive’s "six-month anniversary of such separation from service" service and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6ii) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of ExecutiveParticipant’s death. Any such “nonqualified deferred compensation” shall not This Agreement may be subject to anticipationamended at any time, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowingwithout the consent of any party, to avoid the extent application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to avoid tax, penalties and/or interest satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. The Company agrees that it will pay, indemnify and hold Nothing in the Executive harmless Agreement shall provide a basis for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by person to take action against the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained or any Affiliate based on matters covered 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 of the Code. The Executive agrees that he will not withhold , including the tax treatment of any amount paid under the Performance Share Award granted hereunder, and neither the Company nor any of its Affiliates shall under any circumstances have any liability to the Participant or his consent estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 20 if 409A of the proposed amendment does not materially adversely affect the Executive’s rights under this agreementCode.

Code Section 409A. It is Notwithstanding any provision to the intent of this Agreement to either meet an exception from or to comply with contrary in the requirements of Section 409A of the Internal Revenue Code of 1986Agreement, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” within the meaning for purposes of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination Code, to the extent delayed commencement of employment, any nonqualified deferred compensation subject portion of the benefits to Code Section 409A that would otherwise have been payable which Executive is entitled under this Agreement as is required in order to avoid a result ofprohibited distribution under Section 409A(a)(2)(B)(i) of the Code, and within the first six (6) months following, the such portion of Executive’s "separation benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-month period measured 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 the Executive’s separation Separation from service or, if earlier, Service or (b) 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 Upon the extent necessary to avoid tax, penalties and/or interest under Section 409A first business day following the expiration of the Code. The Company agrees that it will payapplicable Code Section 409A(a)(2)(B)(i) period, 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 deferred pursuant to this agreement will not result Section 4 shall be paid in additional taxation of a lump sum to Executive, and any remaining payments due under the Executive Agreement shall be paid as otherwise provided herein. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code. The , any reimbursements payable to Executive agrees that he shall be paid to Executive no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not withhold his consent under this be subject to liquidation or exchange for another benefit. For purposes of Section 20 if 409A of the proposed amendment does not materially adversely affect the Code, Executive’s rights under this agreementright to receive the payments of compensation pursuant to the Agreement shall be treated as a right to receive a series of separate payments and accordingly, each payment shall at all times be considered a separate and distinct payment.

Code Section 409A. (i) It is the intent of intended that this Agreement to either meet an exception from or to will comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended409A, and any rulings regulations and regulations promulgated thereunder (collectivelyguidelines issued thereunder, to the “Code”)extent this Agreement is subject thereto, and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean be interpreted on a basis consistent with such intent. (ii) As referenced in Section 3 and notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of a "his “separation from service" ” (within the meaning of Code Treas. Reg. Section 409A(a)(2)(A)(i1.409A-1(h). If the Executive is ) to be a “specified employee” (within the meaning of Code Treas. Reg. Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment1.409A-1(i)), then with regard to any nonqualified deferred compensation subject payment that is required to be delayed pursuant to Code Section 409A that would otherwise have been payable under this Agreement as a result of409A(a)(2)(B) (the “Delayed Payments”), and within such payment shall not be made prior to the first earlier of (A) the expiration of the six (6) months followingmonth period measured from the date of his “separation from service” and (B) the date of his death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by the Company constitute a breach of the Company’s obligations under this Agreement. (iii) For all purposes under this Agreement, reference to the Executive’s “termination of employment” or “Date of Termination” (and corollary terms) shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company. (iv) For purposes of Code Section 409A, the Executive’s "separation from service" right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and not by reason distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of another event under Section 409A(a)(2)(A)days, will become payable six (6) months and one (1) day following the actual date of payment within the Executive’s separation from service or, if earlier, specified period shall be within the date sole discretion of Executive’s deaththe Company. Any such “other provision of this Agreement to the contrary notwithstanding, in no event shall any payment or benefit under this Agreement that constitutes nonqualified deferred compensation” shall not compensation for purposes of Code Section 409A be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment offset by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under any other amount unless otherwise permitted by Code Section 409A of the Code. 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 of the Code. 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.409A.

Code Section 409A. It is the intent parties’ intention that payments under this ARTICLE 4 will be exempt from the requirements of this Section 409A of the Code (“Section 409A”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent. If any payment is or becomes subject to either meet an exception from or the requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments that are subject to the requirements of Section 409A of may be accelerated or delayed only if and to the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, extent otherwise permitted under Section 409A. All payments to be made under the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to Agreement upon a termination of employment in may only be made upon a “separation of service” as defined under Section 7 of this Agreement shall mean the date of a "409A and any “separation from service" within the meaning ” shall be treated as a termination of Code Section 409A(a)(2)(A)(i)employment. If the Executive provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of Code the Treasury Regulations issued pursuant to Section 409A(a)(2)(B)(i) at the time 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the ExecutiveEmployee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of ExecutiveEmployee’s deathdeath (the “delayed payment date”). Any All such “nonqualified deferred compensation” withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be subject entitled to anticipationany payments or benefits otherwise conditioned on the release, alienationand (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, any payments required to be made to the extent necessary to avoid tax, penalties and/or interest under Section 409A of Employee that are conditioned on the Code. The Company agrees that it will pay, indemnify release (and hold would otherwise be made in 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 earlier 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 taxable years) shall be made by in the Company within thirty later taxable year. Any payments that are delayed pursuant to this Section (30ii) days shall be paid in a lump sum on the latest of the date that Executive submits proof of payment of such taxes to the taxing authority Employee executes 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 of the Code. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect revoke the Executive’s rights release (and the applicable revocation period has expired), the first business day in such later taxable year, or the date payment is otherwise due under the terms of this agreementAgreement.

Code Section 409A. It This Agreement is the intent of this Agreement intended to either meet an exception from be exempt from, or to comply with with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amendedCode, and any rulings shall be interpreted and regulations promulgated thereunder construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (collectively, the “Code409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any ambiguities herein will be so interpreted and amounts under this agreement will be so administered. References Agreement are payable by reference to a Executive’s “termination of employment in Section 7 of this Agreement employment” such term and similar terms shall mean the date of a "be deemed to refer to Executive’s “separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A of the Code; provided, however, that whether such a separation from service has occurred shall be determined based upon a reasonably anticipated permanent reduction in the level of bona fide services to be performed to no more than 20% (or 49% if Executive shall no longer serve as an officer of the Employers) of the average level of bona fide services provided to the Employers in the immediately preceding 36 months. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s termination execution of employmenta release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, any nonqualified deferred compensation subject to Code shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A that would otherwise have been payable under this Agreement of the Code) as a result of, and within of the first six (6) months following, the date of Executive’s "separation from service" and not by reason of another event , each such payment that constitutes deferred compensation under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date 409A of the Code and is payable upon Executive’s separation from service orand would have been paid prior to the six-month anniversary of Executive’s separation from service, if earlier, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Executive’s separation from service or (B) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such “nonqualified deferred compensation” expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementother benefit.

Code Section 409A. It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. The Executive agrees that he she will not withhold his 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 is (a) To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from or to Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 14 does not, and shall not be construed so as to, create any obligation on the part of the Internal Revenue Code Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of 1986their respective officers, as amendeddirectors or advisors be liable for any taxes, and interest or penalties imposed under Section 409A or any rulings and regulations promulgated thereunder corresponding provision of state or local law. (collectively, the “Code”), and any ambiguities herein will be so interpreted and b) Any right under this agreement will be so administered. References Agreement to a termination series of employment installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in Section 7 of this Agreement Agreement, no compensation or benefits shall mean be paid to Executive during the date of a "six-month period following Executive’s “separation from service" ” with the Company (within the meaning of Code Section 409A(a)(2)(A)(i)409A) 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 Executive payment of any such amounts is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement delayed as a result ofof the previous sentence, and within then on the first six (6) months 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) business day following the end of such six-month period (or such earlier date of the Executive’s separation from service orupon which such amount can be paid under Section 409A without resulting in a prohibited distribution, if earlier, the date including as a result of Executive’s death. Any ), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “nonqualified deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such reimbursements or in-kind benefits shall be paid or reimbursed 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 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 reimbursements of any such expenses shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementother benefit.

Code Section 409A. It is the intent parties’ intention that payments under this ARTICLE 4 will be exempt from the requirements of this Section 409A of the Code (“Section 409A”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent. If any payment is or becomes subject to either meet an exception from or the requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments that are subject to the requirements of Section 409A of may be accelerated or delayed only if and to the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, extent otherwise permitted under Section 409A. All payments to be made under the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to Agreement upon a termination of employment in may only be made upon a “separation of service” as defined under Section 7 of this Agreement shall mean the date of a "409A and any “separation from service" within the meaning ” shall be treated as a termination of Code Section 409A(a)(2)(A)(i)employment. If the Executive provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of Code the Treasury Regulations issued pursuant to Section 409A(a)(2)(B)(i) at the time 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the ExecutiveEmployee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of ExecutiveEmployee’s deathdeath (the “delayed payment date”). Any All such “nonqualified deferred compensation” withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be subject entitled to anticipationany payments or benefits otherwise conditioned on the release, alienationand (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, any payments required to be made to the extent necessary to avoid tax, penalties and/or interest under Section 409A of Employee that are conditioned on the Code. The Company agrees that it will pay, indemnify release (and hold would otherwise be made in 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 earlier 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 taxable years) shall be made by in the Company within thirty later taxable year. Any payments that are delayed pursuant to this Section (30ii) days shall be paid in a lump sum on the latest of the date that Executive submits proof of payment of such taxes to the taxing authority Employee executes 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 of the Code. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect revoke the Executive’s rights release (and the applicable revocation period has expired), the first business day in such later taxable year, or the date payment is otherwise due under the terms of this agreementAgreement.

Code Section 409A. It is In view of uncertainty surrounding the intent recently enacted Section 409A of this Agreement to either meet an exception from or to comply with the requirements Code, the Company believes that the Units may constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amendedCode, and any rulings it is the intention and regulations promulgated thereunder (collectively, belief of Mattel that the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment Units comply in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under all respects with Section 409A of the Code. The Company agrees If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable to ensure the foregoing, it will paymay make such amendment, 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 effective as 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 Grant Date or at any 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 agreementdate, with without the consent of the ExecutiveHolder. Consistent with the aim of compliance with Section 409A, as the Company determines is necessary or advisable so that payments made Settlement Date with respect to any Unit shall be the first to occur of (i) the scheduled vesting date of such Unit pursuant to this agreement will Section 3, (ii) (x) if the Holder is not result in additional taxation of a “specified employee” (within the Executive pursuant to the provisions meaning of Section 409A 409A(a)(2)(B)(i) of the Code. The Executive agrees that he will not withhold his consent under this Section 20 ) (a “Specified Employee”), the date of the Holder’s Severance, or (y) if the proposed amendment Holder is a Specified Employee, 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 only if such Disability qualifies the Holder as “disabled” with the meaning of Section 409A(a)(2)(A)(ii) of the Code), and (v) the date of a Change in Control (but 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). In the event that there occurs a Change in Control that does not materially adversely affect qualify as an event described in Section 409A(a)(2)(A)(v) of the Executive’s rights under this agreementCode 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 such Change in Control, plus interest thereon through the Settlement Date at the federal funds rate (as reported in the Wall Street Journal or any other information source reasonably selected by the Committee), compounded daily.

Code Section 409A. It is the intent of Notwithstanding any other provision in this Agreement to either meet an exception from or the contrary, if and to comply with the requirements of extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Internal Revenue Company that such benefits will, to the extent practicable, comply with, or be exempt from, Code of 1986, as amendedSection 409A, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean will, to the date extent practicable, be construed in accordance therewith. Deferrals of a "separation benefits distributable pursuant to this Agreement that are otherwise exempt from service" within the meaning of Code Section 409A(a)(2)(A)(i). If 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” within the meaning of (as defined under Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment409A), any nonqualified payment that is deemed to be deferred compensation subject to under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that would otherwise have been payable under this Agreement as a result of, and within the first is six (6) months following, the after Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(Aservice (or death, if earlier). To the extent that Executive becomes subject to the six (6)-month delay rule, will become payable all payments that would have been made to Executive during the six (6) months and one (1) day following the date of the Executive’s his separation from service orthat are not otherwise exempt from Code Section 409A, if earlierany, will be accumulated and paid to Executive during the seventh (7th) month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the date phrase “termination of Executive’s death. Any employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such “nonqualified deferred compensation” shall not be subject to anticipationterms, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowingprovisions and conditions will, to the extent necessary practicable, be deemed to avoid taxbe made a part of this Agreement, penalties and/or interest under and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A of the Code. The Company agrees that it will pay, indemnify if 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 extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not later than to comply with Code Section 409A, then neither the end of Executive’s taxable year next following Company, the taxable year Board, the Committee nor its or their designees or agents will be liable to any participant or other person for actions, decisions or determinations made in 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 of the Code. 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 agreementgood faith.

Code Section 409A. (a) It is intended that this Agreement will comply with Code Section 409A (and any regulations and guidelines issued thereunder) to the intent extent this Agreement is subject thereto, and this Agreement shall be interpreted on a basis consistent with such intent. In no event shall the Company or its affiliates be liable for any interest, tax or penalty imposed on you for a failure to comply with Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the date of your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1 (i)), then with regard to any payment that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” and (ii) the date of your death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by the Company constitute a breach of the Company’s obligations under this Agreement. (c) For all purposes under this Agreement, reference to your “termination of employment” (and corollary terms) with the Company shall be construed to refer to your “separation from service” (as determined under Treas. Reg. Section 1.409A-1 (h), as uniformly applied by the Company) with the Company. (d) For purposes of Section 409A, your right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Any other provision of this Agreement to either meet an exception from the contrary notwithstanding, in no event shall any payment or to comply with the requirements benefit under this Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A of be subject to offset by any other amount unless otherwise permitted by Section 409A. (e) To the Internal Revenue Code of 1986, as amended, and extent that any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of reimbursement or in-kind benefit under this Agreement shall mean or under any other reimbursement or in-kind benefit plan or arrangement in which you participate during the date term of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is your employment under this Agreement or thereafter provides for a “specified employeedeferral of compensation” within the meaning of Code Section 409A(a)(2)(B)(i409A, (i) at the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the Executive’s termination of employmentcalendar year following the calendar year in which the expense was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), and if there are any payments due to you that are (i) nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of409A, (ii) conditioned on you signing and not revoking the Release, and (iii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first six (6) months followingyear, then such payments will be delayed and paid in a lump sum during 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 portion of the Executive’s separation from service or, if earlier, Crossover 60-Day Period that falls within 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsecond year.

Code Section 409A. It The following provisions shall apply in connection with compliance with Code Section 409A: (a) The intent of the Parties is that payments and benefits under the intent Agreement that are not exempt from Section 409A of the Code shall be in compliance with Code Section 409A (and regulations and guidance promulgated by the IRS and/or Treasury related to Code Section 409A) (together “Code Section 409A”) to the maximum extent permitted, and the Agreement shall be interpreted to be in compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or taxable benefits subject to either meet an exception Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination of the Term,” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, U.S. Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. (c) It is intended that each installment, if any, of any payments and benefits provided hereunder to comply which Code Section 409A is applicable shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (d) In the event, as of the date of the Employee’s “separation from service,” the Employee is a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B)), then with regard to any payment or the provision of any benefit that is subject to Code Section 409A (whether under this Agreement, or pursuant to any other agreement with, or plan, program, payroll practice of, the Company) and is due upon or as a result of the Employee’s separation from service, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A of the Code, until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service,” and (B) the date of the Employee’s death and shall then be paid in a single sum as soon as practicable on or after the date such payment is permitted to be made under this paragraph. (e) All reimbursements and in-kind benefits provided under this Agreement or otherwise to the Employee, to the extent such payments or benefits are subject to Code Section 409A, shall be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986and specifically, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 (a) Employee acknowledges and agrees that the intent Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A. (b) In the event that the payments or benefits set forth in Section 2 of this Agreement constitute “non-qualified deferred compensation” subject to either meet an exception Code Section 409A, then the following conditions apply to such payments or benefits: (i) Any termination of Employee’s employment triggering payments or benefits under Section 2 must constitute a “separation from or 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 Employee’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 Employee to the Company at the time Employee’s employment terminates), any such payments under Section 2 that constitute deferred compensation under Code 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 6(b) shall not cause any forfeiture of benefits on Employee’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments under Section 2 if, on the date of termination of Employee’s employment, Employee is deemed to be a “specified employee” of the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment409A, any nonqualified deferred compensation payments to which Employee may become entitled under Section 2 which are subject to Code 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 Employee’s employment, at which time Employee shall be paid an aggregate amount equal to the accumulated, but unpaid, payments or benefits otherwise due to Employee under the terms of Section 2. (c) It is intended that would otherwise have been payable each installment of the payments and benefits provided under Section 2 of this Agreement shall be treated as a result of, and within separate “payment” for purposes of Code Section 409A. Neither the first six (6) months following, Company nor Employee shall have the Executive’s "separation from service" and not by reason right to accelerate or defer the delivery of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death. Any any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, payments or borrowing, benefits except to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax specifically permitted or interest penalty payable amount required by the Executive on account of a violation of Code Section 409A. Any payment by Notwithstanding any other provision of this Agreement to the Company of such amount shall include a “gross-up” paymentcontrary, which this Agreement shall be interpreted and at all times administered in a manner that avoids the amount required to cause the net amount retained by the Executive after payment inclusion of all compensation in income under Code Section 409A, or liability for increased taxes, including excise 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 or other penalties under Code Section 409A. Such payment shall The parties intend this Agreement to 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, compliance 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 Code Section 409A of the Code. 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.409A.

Code Section 409A. It is In order to avoid any ambiguity and to further clarify the intent understanding of the parties as to this Agreement, the parties intend that this Agreement comply with Section 409A of the Code and all regulations or interpretive guidance issued thereunder, and that the payment of any benefits or amounts thereunder and the interpretation of this Agreement will be operated and administered accordingly, provided, however, that the Company makes no representation or warranty to either meet an Employee that this Agreement or the payment of any amounts or benefits hereunder will in fact comply with Section 409A of the Code. The parties each acknowledge that as of the date of this Amendment all severance amounts and benefits which would be payable under this Agreement would be exempt from Section 409A of the Code by reason of the severance pay exception from or under Treas. Reg. 1.409A-1(b)(9)(iii). For purposes of clarification and for the avoidance of ambiguity, (a) Employee agrees that if, at the time of termination of employment, Employee is considered to be a specified employee as defined in Section 409A of the Code (as determined as of December 31 preceding the termination of employment, unless the termination of employment occurs prior to April 1, in which case the determination will be made as of the second preceding December 31), then such payments as are to be made under any of such agreements as a result of Employee’s termination of employment will be delayed until the first business day following the date that is six months and a day following such termination of employment (or, if earlier, the date of Employee’s death), if and to the extent the delay in such payments is necessary in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 taking into account the extent necessary to avoid tax, penalties and/or interest under which such payments are exempt from Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount Code 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 virtue of the violation short-term deferral rule under Treas. Reg. Sec. 1.409A-1(b)(4) and/or the severance pay exception under Treas. Reg. Sec. 1.409A-1(b)(9)(iii). (b) In the event that any payment is determined to be payable to Employee under this Agreement and under this Agreement such payment is conditioned upon Employee executing (and not thereafter revoking) a release of Section 409A. Such claims, then if the period during which Employee is entitled to consider the release of claims (and to revoke the release, if applicable) spans two calendar years, then any payment shall that otherwise would have been payable during the first calendar year will in no case be made by until the Company within thirty later of (30i) 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 any revocation period (assuming that Employee does not revoke), or (ii) 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 first business day of the Executivesecond calendar year (regardless of whether Employee used the full time period allowed for consideration), all 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 required for purposes of Section 409A of the Code. . (c) References to termination of employment and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code to the extent necessary to comply with Section 409A of the Code (applying the default rules contained therein). (d) The Executive agrees that he will not withhold his consent Company acknowledges that, for purposes of Section 409A of the Code, each and every payment under this Agreement shall, to the extent permitted by Section 20 if 409A of the proposed amendment does Code, be deemed a separate payment and not materially adversely a series of payments. (e) To the extent that the reimbursement of any cost or expense or the provision of any in-kind benefits to or for the benefit of Employee is subject to Section 409A of the Code, the amount of such cost or expense eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the Executiveamount of such cost or expense eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, reimbursement of any such cost or expense shall be made by no later than December 31 of the year following the calendar year in which such cost or expense is incurred, and Employee’s rights under this agreementright to receive such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intent of (a) Notwithstanding anything in this Agreement to either meet an exception from the contrary, to the extent that any amount or to comply with the requirements benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code would otherwise be payable or distributable hereunder by reason of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination occurrence of employment in Section 7 of this Agreement shall mean the date of a "Executive’s separation from service" within , such amount or benefit will not be payable or distributable to Executive by reason of such separation from service unless (i) the meaning circumstances giving rise to such separation from service meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A(a)(2)(A)(i)409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a separation from service, however defined. If this provision prevents the Executive is payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation herein as “subject to Code Section 409A 25 hereof,” or any other amount or benefit that would otherwise have been constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service orduring a period in which he is a Specified Employee (as defined below), if earlierthen, 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 extent necessary to avoid tax, penalties and/or interest under Section 409A any permissible acceleration of the Code. 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 under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such amount shall include a “grossnon-up” payment, which shall exempt deferred compensation will be delayed until the amount required to cause earlier of Executive’s death or the net amount retained by first day of the Executive after payment of all taxes, including taxes on seventh month following Executive’s separation from service (the “gross-up” paymentDelay Period”); and (ii) if the payment or distribution is payable over time, to equal the amount of additional tax such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated and interest penalty payable by the Executive on account of the violation of Section 409A. Such Executive’s right to receive payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment or distribution of such taxes to accumulated amount will be delayed until the taxing authority and not later than earlier of Executive’s death or the end of Executive’s taxable year next the Delay Period, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume; and (iii) to the extent that this Section 25(b) applies to the provision of Welfare Benefits, Executive shall be entitled to pay the full cost of premiums to maintain the Welfare Benefits during the Delay Period, and the Company shall pay to Executive an amount equal to the amount of such premiums promptly following the 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 end 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 of the Code. 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 agreementDelay Period.

Code Section 409A. It is To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement (“Section 409A”). To the extent that the Company determines that any portion of the Award may be or become subject to either meet an exception from or Section 409A, the Company may amend this Agreement in a manner intended to comply with the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Award from Section 409A and/or preserve the intended tax treatment of the Internal Revenue Code benefits provided with respect to the Award, or (b) comply with the requirements of 1986Section 409A; provided, as amendedhowever, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment that nothing in Section 7 of this Agreement shall mean create any obligation on the date part of a "the Company to adopt any such amendment or take any such other action or any liability for doing so or failure to do so. Notwithstanding anything to the contrary in this Agreement, no amounts payable under this Agreement shall be paid to the Participant prior to the expiration of the six-month period following the Participant’s “separation from service" ” (within the meaning of Code Section 409A(a)(2)(A)(i)) to the extent that the Company determines that paying such amounts prior to the expiration of such six-month period would result in a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the Executive payment of any such amounts is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement delayed as a result ofof the previous sentence, and within then on the first six (6) months 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) business day following the date end of the Executive’s separation from service or, if earlier, the applicable six-month period (or such earlier date of Executive’s death. Any upon which such “nonqualified deferred compensation” shall not amounts can 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 paid under Section 409A without resulting in a prohibited distribution, including as a result of the Code. The Company agrees that it will payParticipant’s death), 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 amounts 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 paid 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 of the Code. 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 agreementParticipant.

Code Section 409A. (a) 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), 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 intent of this Agreement to either meet an exception from or to shall comply with the requirements provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the payment of the Internal Revenue additional taxes and interest under Code Section 409A. In furtherance of 1986this intent, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean be interpreted, operated and administered in a 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. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the ExecutiveEmployee’s termination of employment, any nonqualified deferred compensation subject he is a “Specified Employee,” then, only to Code the extent required pursuant to Section 409A that would otherwise have been payable 409A(a)(2)(B)(i), payments due under this Agreement as which are deemed to be deferred compensation shall be subject to a result of, and within the first six (6) months following, month delay following the ExecutiveEmployee’s "separation from service" and not by reason . For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another event under Section 409A(a)(2)(A)plan or arrangement, will become payable 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) months month deferral period and one (1) day following the date all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the Executive’s first day of the seventh-month following separation from service (or, if earlier, the date of Executive’s deathdeath of the Employee) 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. (d) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “nonqualified deferred identification period”). If Employee is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Employee is a key employee under Code Section 416(i), “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 of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount mean Employee’s W-2 compensation as reported by the Executive on account of Employer for 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 of the Code. 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 agreementparticular calendar year.”

Code Section 409A. It is (i) To the intent of extent (A) any payments to which the Employee becomes entitled under this Agreement to either meet an exception from Agreement, or to comply any agreement or plan referenced herein, in connection with the requirements Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code Code; (B) the Employee is deemed at the time of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "his separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is service to be a “specified employee” within under Section 409A of the meaning of Code Section 409A(a)(2)(B)(iCode; and (C) at the time of the ExecutiveEmployee’s termination of employment, any nonqualified deferred compensation subject to Code separation from service the Company is publicly traded (as defined in Section 409A that would otherwise have been payable under this Agreement as a result ofof Code), and then such payments (other than any payments permitted by Section 409A of the Code to be paid within the first six (6) months following, of the ExecutiveEmployee’s "separation from service" and ) shall not by reason be made until the earlier of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) the first day of the seventh month following the Employee’s separation from service or (2) the date of the ExecutiveEmployee’s death following such separation from service. Upon the expiration of the applicable deferral period, 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 IV, Section I shall be paid to the Employee or the Employee’s beneficiary in one lump sum, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Employee until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Employee’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementservice.

Code Section 409A. It is To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or to (b) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986Treasury guidance; provided, as amendedhowever, and that this Section 15 shall not create any rulings and regulations promulgated thereunder (collectivelyobligation on the part of the Company, the “Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References right to a termination series of employment in Section 7 of payments pursuant to this Agreement shall mean be treated as a right to a series of separate payments. Notwithstanding anything to the date of a "contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six-month period following the Participant’s “separation from service" within ” to the meaning of Code Section 409A(a)(2)(A)(i). If extent that the Executive Administrator determines that the Participant is a “specified employee” (each within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). The Executive agrees If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that he will not withhold his consent would have otherwise been payable to the Participant during such six-month period under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreementAgreement.

Code Section 409A. It The time and form of payment of the Units is the intent of this Agreement to either meet an exception from or intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean be interpreted in accordance with Section 409A. Accordingly, no acceleration or deferral of any payment shall be permitted if it would cause the date payment of the Units to violate Section 409A. In addition, notwithstanding any provision herein to the contrary, in the event that following the Grant Date, the Committee (as defined in the Plan) determines that it may be necessary or appropriate to do so, the Committee may adopt such amendments to the Plan and/or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Plan and/or the Units from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to this Award, or (b) comply with the requirements of Section 409A; provided, however, that this paragraph shall not create an obligation on the part of the Committee to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A, the right to receive payment of Units at each Vesting Date shall be treated as a "right to receive separate and distinct payments. No payment hereunder shall be made to you during the six (6)-month period following your “separation from service" ” (within the meaning of Code Section 409A(a)(2)(A)(i409A) to the extent that the Company determines that paying such amount at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the Executive payment of any such amounts is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement delayed as a result of, and within the first six (6) months 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 the Executive’s separation from service orprevious sentence, 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 then within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than following 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 such six (6)-month period (or, if earlier, your death), the Company may amend this agreementshall pay to you (or to your estate) the cumulative amounts that would have otherwise been payable to you during such period, 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 of the Code. 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 agreementwithout interest.

Code Section 409A. It is The Committee shall to the intent of extent applicable interpret and construe this Agreement to either meet an exception from comply with Code Section 409A, and to the extent required a Change in Control shall be limited to a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that without the Participant’s consent even if such amendment would otherwise have been payable an adverse effect on this Agreement. To the extent required under this Agreement as Code Section 409A, in the case of any Participant who is specified employee, a result of, and within the first six (6) months following, the Executive’s "distribution on account of a separation from service" and service may not by reason of another event under Section 409A(a)(2)(A), will become payable be made before the date which is six (6) months and one (1) day following after the date of the ExecutiveParticipant’s separation from service (or, if earlier, the date of Executivethe Participant’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, For purposes of the foregoing and to the extent necessary to avoid tax, penalties and/or interest under required by Code Section 409A of with respect to an Agreement, the Code. The Company agrees that it will pay, indemnify terms “separation from service” 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-upspecified employee” payment, which all shall be defined in 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, same manner 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 those terms are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Agreement as determined by the Committee. The Executive agrees Furthermore, to the extent required under Code Section 409A, none of the Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein to the extent such discretion is prohibited under Code Section 409A for compliance with Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or substitute as permitted under the Plan or determine an event is or is not a Change in Control. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that he will not withhold his consent constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Participant’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. Notwithstanding the foregoing, none of the Company, any Affiliate or any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to the Participant with respect to this Agreement under the Plan and the administration of the Plan, including without limitation, any excise or penalty tax or interest under Code Section 409A. Participant is advised to consult Participant’s tax advisor with respect to this Section 20 if Agreement and the proposed amendment does not materially adversely affect the Executive’s rights under tax consequences of this agreementAgreement and any payments hereunder.

Code Section 409A. It is Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the intent 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 Director’s consent, amend this Agreement to either meet an exception 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 Director shall not be deemed to have had a Termination unless the Director 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 Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if earlier). For purposes of Code Section 409A, to the extent applicable, all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Director is entitled under this Agreement shall be treated as a separate payment. 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 Internal Revenue Code Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Director (or any other individual claiming a benefit through the Director) for any tax, interest, or penalties the Director may owe as a result of 1986, as amendedcompensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Director from the obligation to pay any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject taxes pursuant to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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.409A.

Code Section 409A. It is (a) To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from or to Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 13 does not, and shall not be construed so as to, create any obligation on the part of the Internal Revenue Code Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of 1986their respective officers, as amendeddirectors or advisors be liable for any taxes, and interest or penalties imposed under Section 409A or any rulings and regulations promulgated thereunder corresponding provision of state or local law. (collectively, the “Code”), and any ambiguities herein will be so interpreted and b) Any right under this agreement will be so administered. References Agreement to a termination series of employment installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in Section 7 of this Agreement Agreement, no compensation or benefits shall mean be paid to Employee during the date of a "six (6)-month period following Employee’s “separation from service" ” with the Company (within the meaning of Code Section 409A(a)(2)(A)(i)409A) 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 Executive payment of any such amounts is delayed as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time result of the Executive’s termination previous sentence, then on the first business day following the end of employment, any nonqualified deferred compensation subject to Code such six (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 Employee’s death), the Company shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise have been payable to Employee during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Employee under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such constitute “nonqualified deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such reimbursements or in-kind benefits shall be paid or reimbursed 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 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 Employee’s right to such payments or reimbursements of any such expenses shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementother benefit.

Code Section 409A. It is the intent of (a) Notwithstanding anything in this Agreement to either meet an exception from the contrary, to the extent that any amount or to comply with the requirements benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will ) would otherwise be so interpreted and this agreement will be so administered. References to a termination payable or distributable hereunder by reason of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 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 (i) the circumstances giving rise to such termination of employment meet any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "description or definition of “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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under in Section 409A of the Code. The Company agrees Code and applicable regulations (without giving effect to any elective provisions that it will paymay be available under such definition), indemnify and hold or (ii) the Executive harmless for any additional tax payment or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company distribution of such amount shall include a “gross-up” payment, which shall or benefit would be exempt from 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 application of Section 409A of the CodeCode by reason of the short-term deferral exemption or otherwise. The Executive agrees 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 he will not withhold his consent constitutes a Section 409A-compliant “separation from service” or such later date as may be required by Subsection 15(b) below. (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of 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 20 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the proposed amendment does not materially adversely affect the payment or distribution is payable in a lump sum, Executive’s rights under this agreementright to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s Separation from Service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

Code Section 409A. It is To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or to (b) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986Treasury guidance; provided, as amendedhowever, and that this Section 16 shall not create any rulings and regulations promulgated thereunder (collectivelyobligation on the part of the Company or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References right to a termination series of employment in Section 7 of payments pursuant to this Agreement shall mean be treated as a right to a series of separate payments. Notwithstanding anything to the date of a "contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six-month period following the Participant’s “separation from service" within ” to the meaning of Code Section 409A(a)(2)(A)(i). If extent that the Executive Committee determines that the Participant is a “specified employee” (each within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). The Executive agrees If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that he will not withhold his consent would have otherwise been payable to the Participant during such six-month period under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreementAgreement.

Code Section 409A. It is the The intent of the Holder and the Company is that payments and benefits under this Award Agreement and the Award be exempt from, or comply with, Section 409A of the Code, and accordingly, to either meet an exception from or the maximum extent permitted, this Award Agreement and the Award shall be interpreted and administered to comply with be in accordance therewith. Each payment under this Award Agreement and the requirements Award shall be construed as a separate identified payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amendedCode, and any rulings payments described in this Award Agreement and regulations promulgated thereunder (collectively, the Award that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code”), (a) the Holder shall not be considered to have terminated employment for purposes of this Award Agreement and any ambiguities herein will no payments shall be so interpreted and due to the Holder under this agreement will be so administered. References to a Award Agreement that are payable upon the Holder’s termination of employment in Section 7 of this Agreement shall mean until the date of Holder would be considered to have incurred a "“separation from service" ” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A and (b) amounts that would otherwise have been be payable under and benefits that would otherwise be provided pursuant to this Award Agreement as a result of, and within the first six (6) months following, Award during 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 six-month period immediately following the date of the ExecutiveHolder’s separation from service shall instead be paid on the first business day after the date that is six months following the Holder’s separation from service (or, if earlier, the date of ExecutiveHolder’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 of the Code. 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 of the Code. 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 (a) This Agreement is the intent of intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under this Agreement become subject to either meet an exception from (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, "Section 409A Penalties"), including, where appropriate, the construction of defined terms to comply with have meanings that would not cause the requirements imposition of Section 409A of Penalties. Notwithstanding anything to the Internal Revenue Code of 1986contrary in this Agreement, as amended, and any rulings and regulations promulgated thereunder (collectivelyto the maximum extent permitted by applicable law, the “Code”Severance Payments payable to Executive pursuant to this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals), and . (b) With respect to any ambiguities herein will be so interpreted and amounts payable to Executive under this agreement will be so administered. References to Agreement in connection with a termination of Executive's employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s be considered "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 the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such “nonqualified non-qualified 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 of the Code, in no event shall a termination of employment be considered for purposes of the time of payment of such amounts to have occurred under this Agreement unless such termination constitutes Executive's "separation from service" with Company as such term is defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto ("Separation from Service"). (c) If Executive is deemed at the time of Executive's Separation from Service to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive's termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive's Separation from Service or (B) the date of Executive's death. Upon the earlier of such dates, all payments deferred pursuant to this Section 13.8(c) shall be paid in a lump sum to Executive (or Executive's estate). The Company agrees that it will pay, indemnify and hold the determination of whether Executive harmless is a "specified employee" for any additional tax or interest penalty payable amount by the Executive on account of a violation purposes 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 409A(a)(2)(B)(i) of the violation Code as of Section 409A. Such payment the time of Executive's Separation from Service shall be made by Company in accordance with the Company within thirty (30) days terms of Section 409A of the date Code, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). (d) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive submits proof of may be eligible to receive under this Agreement shall be treated as a separate and distinct payment of such taxes and shall not collectively be treated as a single payment. (e) Notwithstanding anything to the taxing authority contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission in accordance with Company's policies regarding reimbursements, but in no event later than the sixtieth (60th) day following the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authorityexpense was incurred. The Executive agrees foregoing provisions relating to in-kind benefits and reimbursements shall only apply to in-kind benefits and reimbursements 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 would result in additional taxation of the Executive pursuant taxable compensation income to the provisions of Section 409A of the Code. 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 the The intent of this the parties is that payments and benefits under the Agreement to either meet an exception are exempt from or to comply with the requirements of Section 409A of Code to the Internal Revenue Code of 1986extent subject thereto, as amendedand, and any rulings and regulations promulgated thereunder (collectivelyaccordingly, to the maximum extent permitted, the “Code”), and any ambiguities herein will Agreement shall be so interpreted and this agreement will be so administeredadministered to be in exempt from or compliance therewith. References Notwithstanding anything contained herein to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 borrowingcontrary, to the extent necessary required to avoid tax, accelerated taxation and/or tax penalties and/or interest under Section 409A of the Code. The , the Grantee shall not be considered to have separated from service with the Company agrees that it will pay, indemnify for purposes of the Agreement and hold no payment shall be due to the Executive harmless for any additional tax or interest penalty payable amount by Grantee under the Executive Agreement on account of a violation of Section 409A. Any payment by separation from service until the Company of such amount shall include Grantee would be considered to have incurred a “gross-upseparation from service” 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 from 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 meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Executive agrees Company makes no representation that he any or all of the payments described in the Agreement will not withhold his consent be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under this Section 20 409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Change of Control, then to the proposed amendment does not materially adversely affect extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Executive’s rights under this agreementCode, such event must also constitute a 409A CIC.

Code Section 409A. It is To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the effective date of this Agreement, the Company or the Partnership determines that the Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company or the Partnership 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 or the Partnership determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or to (b) comply with the requirements of Section 409A of the Internal Revenue Code and related Department of 1986Treasury guidance; provided, as amendedhowever, and that this Section 17 shall not create any rulings and regulations promulgated thereunder (collectivelyobligation on the part of the Company, the “Code”)Partnership or any Subsidiary to adopt any such amendment, and policy or procedure or take any ambiguities herein will such other action. Notwithstanding anything to the contrary in this Agreement, no amounts shall be so interpreted and this agreement will be so administered. References paid to a termination of employment in Section 7 of the Participant under this Agreement shall mean during the date of a "six-month period following the Participant’s “separation from service" within ” to the meaning of Code Section 409A(a)(2)(A)(i). If extent that the Executive Administrator determines that the Participant is a “specified employee” (each within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). The Executive agrees If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that he will not withhold his consent would have otherwise been payable to the Participant during such six-month period under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreementAgreement.

Code Section 409A. It 17.8.2.1. Notwithstanding anything else to the contrary herein, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from Code Section 409A or in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the intent earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein. 17.8.2.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to either meet an exception from providing for the payment of any amounts or to comply with the requirements of benefits that are considered nonqualified deferred compensation under Code Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to upon or following a termination of employment in Section 7 of this Agreement shall mean the date of employment, unless such termination is also a "“separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company's policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 17.8.2.5. If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A(a)(2)(B)(i409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the date which is the earlier of (A) at the time expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6B) months 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 the Executive’s separation from service or, if earlier, 's death (the date of Executive’s death“Delay Period”). Any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to Upon the extent necessary to avoid tax, penalties and/or interest under Section 409A expiration of the Code. The Company agrees that it will payDelay Period, indemnify all payments 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 benefits delayed pursuant to this agreement will not result Section (whether they would have otherwise been payable in additional taxation a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive pursuant to in a lump sum on the provisions of Section 409A of first business day following the Code. The Executive agrees that he will not withhold his consent Delay Period, and any remaining payments and benefits due under this Section 20 if Agreement shall be paid or provided in accordance with the proposed amendment does not materially adversely affect the Executive’s rights under this agreementnormal payment dates specified for them herein.

Code Section 409A. It is To the intent of extent applicable, and notwithstanding anything herein to the contrary, this Agreement to either meet an exception from or to comply and the Awards granted hereunder shall be interpreted in accordance with the requirements of Section 409A of the Internal Revenue Code and U.S. Department of 1986Treasury regulations and other interpretative guidance issued thereunder, as amendedincluding without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding anything herein to the contrary, and any rulings and regulations promulgated thereunder (collectively, i) if the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement (as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under defined in Section 409A of the Code. The Company agrees that it will pay), indemnify and hold Shares deliverable or amounts otherwise payable hereunder as a result of the Executive harmless Participant’s Termination shall be delayed for any additional tax or interest penalty payable amount by such period of time as may be necessary to meet the Executive on account of a violation requirements of Section 409A. Any 409A(a)(2)(B)(i) of the Code and (ii) each delivery of Shares or payment by the Company in a series of such amount shall include a “gross-up” payment, which deliveries or payments hereunder shall be the amount required deemed to cause the net amount retained by the Executive after be a separate 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 for purposes of Section 409A of the Code. The Executive agrees While each Award is intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that he will may be imposed on the Participant as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). To the extent that any Award constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any settlement of the Award otherwise scheduled to occur prior to the sixtieth (60th) day following the Participant’s Termination hereunder, but for the Release Condition, shall not withhold his consent under this Section 20 if be made until the proposed amendment does not materially adversely affect the Executive’s rights under this agreementsixtieth (60th) day.

Code Section 409A. It is (a) The Company and the intent of Manager agree that this Agreement is intended to either meet an exception comply with, or be exempt from, the requirements of Code Section 409A. To the extent that this Agreement is not exempt from or the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986and shall be limited, as amended, construed and interpreted in accordance with such intent. If any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 provision of this Agreement would cause the Manager to incur any additional tax or interest under Code Section 409A and modifying it would avoid such additional tax or interest, the parties agree that upon the Manager’s request, they shall mean use reasonable business efforts to in good faith reform such provision; provided, that any such modification shall not increase the date economic burden to the Company and will, to the maximum extent practicable, maintain the original intent and economic benefit to the Manager of a "separation from service" within the meaning applicable provision without violating the provisions of Code Section 409A(a)(2)(A)(i). If 409A. (b) A termination shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Executive payment of any amounts to the Manager upon or following a termination unless such termination is also a “specified employeeSeparation from Service” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A and, for purposes of the Executive’s any such provision of this Agreement, references to a “termination,” “termination of employment, ” or like terms shall mean Separation from Service. With regard to any nonqualified payment to the Manager upon a Separation from Service that constitutes “non-qualified deferred compensation subject compensation” pursuant to Code Section 409A that would otherwise have been payable under this Agreement as a result of409A, and within 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 Manager prior to the expiration of the six-month period measured from the date of the Separation from Service. On the first six (6) months following, day of 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 seventh month following the date of the Executive’s separation Separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 Service 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 delayed pursuant to this agreement will not result Section 24(b) (whether they would have otherwise been payable in additional taxation a single sum or in installments in the absence of such delay) shall be paid the Executive pursuant Manager in a lump sum, and any remaining payments due to the provisions of Section 409A of the Code. The Executive agrees that he will not withhold his consent Manager under this Section 20 if Agreement shall be paid or provided in accordance with the proposed amendment does not materially adversely affect the Executive’s rights normal payment dates specified for them herein. (c) If under this agreementAgreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

Code Section 409A. It is (a) Notwithstanding anything herein to the intent of contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either meet an exception be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”)) or shall comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A. The parties hereto agree that the payments and benefits set forth herein comply with or are exempt from the requirements of Code Section 409A and agree not to take any position, and to cause their affiliates, successors and assigns not to take any ambiguities herein will be so interpreted and position, inconsistent with such interpretation for any reporting purposes, whether internal or external. (b) Notwithstanding anything in this agreement will be so administered. References Agreement or elsewhere to the contrary, a termination of employment in Section 7 shall not be deemed to have occurred for purposes of any provision of this Agreement shall mean providing for the date payment of a "separation from service" any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A(a)(2)(A)(i)409A upon or following a termination of the Employee’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be treated as the date of termination for purposes of any such payment or benefits. If Notwithstanding any other provision of this Agreement to the Executive contrary, if the Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at 409A and the time of the Executive’s termination of employmentregulations issued thereunder, any nonqualified deferred compensation and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Employee’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been payable made or provided during such six-month period and which would have incurred such additional tax under this Agreement as Code Section 409A shall instead be paid to the Employee in a result of, and within lump-sum cash payment on the earlier of (i) the first six (6) months 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 regular payroll date of the Executiveseventh month following the Employee’s separation from service oror (ii) the 10th business day following the Employee’s death. (c) It is intended that each installment of any severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense shall be made promptly and in all cases on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything contained herein to the contrary, if earlierthe period in which any general waiver and release of claims may be executed overlaps two calendar years (regardless of when such release is actually executed), 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 borrowingthen, to the extent necessary required by Code Section 409A, any payments that are subject to avoid taxsuch general waiver and release of claims that would otherwise be made in such first calendar year shall instead be withheld and paid on the first normal payment date in the second calendar year, penalties and/or interest under Section 409A with all remaining payments to be paid as if such delay had not occurred.” The Agreement, as amended by this Amendment, shall remain in full force and effect, and this Amendment shall be deemed to be incorporated into the Agreement and made a part thereof. Except for the amendments expressly described herein, this Amendment shall not otherwise amend or modify any other provision of the CodeAgreement. The Company agrees that it will payThis Amendment may be executed in two or more counterparts, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account each 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 deemed to cause the net amount retained be an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by the Executive after payment facsimile or other electronic method 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 transmission shall be made by the Company within thirty (30) days equally effective as delivery of the date that Executive submits proof an original executed counterpart 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 of the Code. 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 agreementAmendment.

Code Section 409A. It is the intent of Notwithstanding anything in this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectivelycontrary, the “Code”), and receipt of any ambiguities herein will be so interpreted and benefits under this agreement will be so administered. References to Agreement as a result of a termination of employment in Section 7 shall be subject to satisfaction of this Agreement shall mean the date of condition precedent that the Participant undergo a "“separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i)Treas. If the Executive Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)(i) at 409A(a)(2)(B), then with regard to any payment or the time provisions of the Executive’s termination of employment, any nonqualified deferred compensation subject benefit that is required to be delayed pursuant to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A409A(a)(2)(B), will become payable six such payment or benefit shall not be made or provided prior to the earlier of (6i) months and one (1) day following the expiration of the six-month period measured from the date of the Executive’s Participant's “separation from service orservice” (as such term is defined in Treas. Reg. § 1.409A-1(h)), if earlier, or (ii) the date of Executive’s deaththe Participant's death (the “Delay Period”). Any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to Within 10 days following the extent necessary to avoid tax, penalties and/or interest under Section 409A expiration of the Code. The Company agrees that it will payDelay Period, indemnify all payments 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 benefits delayed pursuant to this agreement will not result Section (whether they would have otherwise been payable in additional taxation a single sum or in installments in the absence of the Executive pursuant such delay) shall be paid or reimbursed to the provisions of Section 409A of the Code. The Executive agrees that he will not withhold his consent Participant in a lump sum, and any remaining payments and benefits due under this Section 20 if Agreement shall be paid or provided in accordance with the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS ACCEPTED BY THE PARTICIPANT NOT LATER THAN 30 DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT. 

Code Section 409A. It is the The intent of this the parties is that payments (including settlements) and benefits under the Agreement to either meet an exception are exempt from or to comply with the requirements of Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, the Grantee shall not be considered to have separated from service with the Company for purposes of the Internal Revenue Code of 1986, as amended, Agreement and any rulings and regulations promulgated thereunder (collectively, no payment shall be due to the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Grantee under the Agreement shall mean the date on account of a "separation from service until the Grantee would be considered to have incurred a “separation from service" ” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If 409A. Any payments described in the Executive is a “specified employee” Agreement that are due within the meaning of Code “short-term deferral period” as defined in Section 409A(a)(2)(B)(i) at 409A shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the time contrary in the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A, such payment, under the Agreement or any other agreement of the Executive’s termination of employmentCompany, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within shall be made on the first business day after the date that is six (6) months 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 the Executive’s such separation from service or(or death, if earlier). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or all of the payments described in the Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under the Agreement, the date if any amount is payable as a result of Executive’s death. Any such “nonqualified deferred compensation” shall not be subject to anticipationa Change of Control, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, then to the extent necessary required to avoid tax, accelerated taxation and/or tax penalties and/or interest under Section 409A, such event must also constitute a 409A of the Code. 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 of the Code. 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 agreementCIC.

Code Section 409A. It is To the intent extent a payment hereunder is, or shall become, subject to the application of Code Section 409A, the following shall apply: (a) The Company 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 Company 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 Company 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 Employee 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 Employee as a result of failure of this Agreement at any time to either meet the requirements of Code Section 409A with respect to Employee. (c) If, as of the date of Employee’s termination of employment, (i) any stock of the Company is publicly traded on an exception established securities market or otherwise; and (ii) a payment is payable under this Agreement due to a termination of employment which is considered to be a “separation from or service” for purposes of the rules under Treasury Regulation Section 1.409A-3(i)(2); and (iii) Employee is determined to be a “specified employee” (as determined under Treasury Regulation Section 1.409A-1(i)), then the payment shall be delayed until a date that is six (6) months after the date of Employee’s termination of employment to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A and related Treasury Regulations; provided, however, that the payments to which Employee would otherwise have been payable under entitled during such 6-month period, but for this Agreement as subparagraph, shall be accumulated and paid to Employee without interest in a result of, and lump sum within ten (10) days following the first date that is six (6) months followingfollowing Employee’s termination date with the Company, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable any remaining payments shall continue to be paid to Employee on their original schedule. If Employee dies during such six (6) months month period and one (1) day following prior to the date payment of the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such “nonqualified deferred compensation” shall not portion that is required to 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 of the Code. 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 delayed on account of a violation of Code Section 409A. Any payment by the Company of 409A, such amount shall include a “grossbe paid to the personal representative of Employee’s estate within sixty (60) days after Employee’s death. (d) Any reimbursements or in-up” payment, which kind benefits provided under this Agreement shall be made or provided at the amount required to cause times specified in this Agreement; provided, however, that (i) any reimbursement is for expenses incurred during the net amount retained by the Executive after payment period of all taxestime specified in this Agreement, including taxes on the “gross-up” payment, to equal (ii) the amount of additional tax and interest penalty payable by expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the Executive on account expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of the violation of Section 409A. Such payment shall an eligible expense will 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 no later than the end last day of Executive’s taxable the calendar year next following the taxable year in which the Executive submits expense is incurred, and (iv) the respective taxes right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (e) This Agreement is intended to comply with the requirements of Code Section 409A and the Treasury 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 taxing authority. The Executive agrees that the Company may amend extent allowed under applicable Treasury Regulations until this agreement, Agreement is appropriately amended to comply 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 of the Code. 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 agreementsuch requirements.

Code Section 409A. It This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is the intent of intended, and this Agreement to either meet an exception from will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or to discretion hereunder shall comply with the requirements provisions of Section 409A so as not to subject the Executive to the payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement that is subject to Section 409A and triggered by the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the Executive’s “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 employment”, (i) “termination of this Agreement employment” shall mean have the date of a "same meaning as “separation from service" within the meaning of Code ” under Section 409A(a)(2)(A)(i). If ) of the Code, and (ii) in the event the Executive is a “specified employee” within on the meaning of Code Section 409A(a)(2)(B)(i) at the time date of the Executive’s termination of employment, any nonqualified deferred compensation subject employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service termination of employment or, in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment (to the extent subject to Section 409A) shall not be paid earlier than six months after such termination of employment (if earlier, the Executive dies after the date of the Executive’s death. Any termination of employment but before any payment has been made, such “nonqualified deferred compensation” shall not remaining payments that were or could have been delayed will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, paid to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 estate without regard to the taxing authoritysuch six-month delay). The Executive acknowledges and agrees that the Company may amend this agreement, with has made no representation to the consent Executive as to the tax treatment of the Executive, as the Company determines is necessary or advisable so that payments made compensation and benefits provided pursuant to this agreement will not result in additional taxation of Agreement and that the Executive pursuant is solely responsible for all taxes due with respect to the provisions of Section 409A of the Code. 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 agreementsuch compensation and benefits.

Code Section 409A. It is This Agreement and the intent of this Agreement Restricted Stock Units and Dividend Equivalents granted hereunder are intended to either meet an exception be exempt from or to comply with Section 409A of the requirements Code in both form and operation so that the additional taxes imposed by Section 409A of the Code will not apply, and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith. For purposes of Section 409A of the Internal Revenue Code Code, each payment due with respect to the grant of 1986, as amended, Restricted Stock Units hereunder shall be considered a separate payment and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References Participant’s entitlement to a series of payments with respect to the grant of Restricted Stock Units hereunder is to be treated as an entitlement to a series of separate payments. Any payments to be made under this Agreement as a result of the Participant’s termination of employment in Section 7 shall only be made if such termination of this Agreement shall mean the date of employment constitutes a "“separation from service" ” within the meaning of Code Treasury Regulation Section 409A(a)(2)(A)(i1.409A-1(h) (“Separation from Service”). If Any provision of this Agreement to the Executive contrary notwithstanding, if the Participant is a “specified employee” within the meaning of Code Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i) at the time as of the Executive’s termination date of employmenthis or her Separation from Service, any nonqualified deferred compensation subject payment to Code Section 409A that would otherwise have been payable be made under this Agreement as a result of, and within the first upon such Separation from Service will not be paid until six (6) months 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 after the date of the ExecutiveParticipant’s separation Separation from service Service (or, if earlier, the date of Executivethe Participant’s death) if required under Section 409A of the Code. Any In such “nonqualified deferred compensation” case, any payment so delayed shall not be subject to anticipationpaid in a single lump sum on the first business day following the sixth-month anniversary of the Participant’s Separation from Service (or, alienationif earlier, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, upon the Participant’s death). None of the Company or borrowing, its Affiliates shall be liable to the extent necessary Participant for any payment made under this Agreement or with respect to avoid any Restricted Stock Unit, which is determined to result in an additional tax, penalties and/or penalty or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless nor for reporting, in good faith, any additional tax payment made under this Agreement or interest penalty payable with respect to any Restricted Stock Unit as an 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 includible 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 gross income under Section 409A of the Code. 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 (a) The parties hereto intend that all benefits and payments to be made to the intent Participant hereunder will be provided or paid to him in compliance with all applicable provisions of Code Section 16016053.2 - 3 - 409A and the regulations issued thereunder, and the rulings, notices and other guidance issued by the Internal Revenue Service interpreting the same, and this Agreement shall be construed and administered in accordance with such intent. The parties also agree that this Agreement may be modified, as reasonably requested by either party, to either meet an exception from or the extent necessary to comply with all applicable requirements of, and to avoid the requirements imposition of any additional tax, interest and penalties under, Code Section 409A in connection with, the benefits and payments to be provided or paid to the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the Participant of the Internal Revenue applicable provision of this Agreement, to the maximum extent possible without violating Code of 1986, as amended, and any rulings and regulations promulgated thereunder Section 409A. (collectively, the “Code”), and any ambiguities herein will b) All payments to be so interpreted and this agreement will be so administered. References to made upon a termination of employment under this Agreement may only be made upon a "separation from service" under Code Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of a payment. (c) Any payments hereunder that qualify for the "short-term deferral" exception or another exception under Code Section 409A shall be paid under the applicable exception. (d) Notwithstanding the foregoing or anything to the contrary contained in Section 7 any other provision of this Agreement shall mean Agreement, if the date Participant is a "specified employee" at the time of a his "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i409A, then any payment hereunder designated as being subject to Code Section 409A and this Subsection shall not be made until the first business day after (i) the expiration of six (6) months from the date of his separation from service, or (ii) if earlier, the date of his death (the "Delayed Payment Date"). If On the Executive Delayed Payment Date, there shall be paid to the Participant or, if he has died, to his estate, in a single cash lump sum, an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. The term "specified employee" shall mean any individual who, at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate), is a “specified employee” within the meaning of under Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment409A, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 determined by the Company (or its delegate). The determination of such amount shall include a “gross-up” payment"specified employees," including the number and identity of persons considered "specified employees" and identification date, 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 (30or its delegate) 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, accordance 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 Sections 416(i) and 409A of the Code. 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. (a) To the extent any provision of this Agreement or action by the Company would subject the Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is the intent intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to either meet an exception from the contrary, no termination or to comply with the requirements of Section 409A similar payments or benefits shall be payable hereunder on account of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a Executive’s termination of employment in Section 7 of this Agreement shall mean the date of unless such termination constitutes a "“separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A. For purposes of the Executive’s termination Code Section 409A, all installment payments of employment, any nonqualified deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A that would otherwise have been payable 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 16 shall not be construed as a guarantee of any particular tax effect for the Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a result of, six (6)-month delay following the Termination Date; and within all delayed payments shall be accumulated and paid in a lump-sum payment as of the first six (6) months following, day of 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 seventh month following the date of the Executive’s separation from service Termination Date (or, if earlier, as of the date of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any such “nonqualified deferred compensation” portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, paid to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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, accordance 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 of the Code. 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 agreementpayment schedule established herein.

Code Section 409A. It is the intent of (a) Anything in this Agreement to either meet an exception the contrary notwithstanding, if at the time of the EMPLOYEE’S separation from or to comply with service within the requirements meaning of Section 409A of the Internal Revenue Code of 1986Code, as amended, TBOP’s stock is publicly traded on an established securities market or otherwise and any rulings and regulations promulgated thereunder (collectively, TBOP determines that the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive EMPLOYEE is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination Code, then to the extent any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of employment, any nonqualified the EMPLOYEE’S separation from service would be considered deferred compensation subject to Code the 20% additional tax imposed pursuant to Section 409A 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B) (i) of the IRC, such payment shall not be 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 (ii) the EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been payable under paid during the six-month period but for the application of this Agreement as a result ofprovision, and within the first six (6) months following, balance of the Executive’s "separation from service" and not 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 reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the Internal Revenue Service for the month in which the date of the Executive’s separation from service oroccurs, 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 Executive’s death. Any premiums for such “nonqualified deferred compensation” medical benefits during the six-month period and TBOP shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, pay the EMPLOYEE an amount equal to the extent necessary to avoid tax, penalties and/or interest under 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 Code. The Company agrees that it will payIRC, indemnify each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and hold the Executive harmless expenses eligible for any additional tax reimbursement under this Agreement shall be provided by TBOP or interest penalty payable amount incurred by the Executive on account of a violation of Section 409A. Any payment by EMPLOYEE during the Company of such amount shall include a “gross-up” payment, which 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 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 last day 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 authorityexpense was incurred. The Executive agrees 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 the Company may amend any payment or benefit described in 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 Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code. 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 Executive agrees that he will not withhold his consent under this Section 20 if determination of whether and when a separation from service has occurred shall be made in accordance with the proposed amendment does not materially adversely affect the Executive’s rights under this agreementpresumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. It is the intent of All amounts payable under this Agreement to either meet an exception from or are intended to comply with the requirements of "short term deferral" exception from Section 409A of the Internal Revenue Code ("Section 409A") specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the "separation pay plan" exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of 1986, as amendedthem, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that any rulings and regulations promulgated thereunder (collectivelyamounts payable in accordance with this Agreement are subject to Section 409A, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean be interpreted and administered in such a way as to comply with Section 409A to the date maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while you are a "specified employee" (as defined by Section 409A) with, and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the your estate following the your death. "Termination of employment," "resignation “or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, your "separation from service" within the meaning of Code as defined by Section 409A(a)(2)(A)(i). 409A. If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation payment subject to Code Section 409A that would otherwise have been is contingent on the delivery of a release by you and could occur in either of two years, the payment will occur in the later year. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to you. You shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement as a result ofAgreement, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another in no event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 have any responsibility or liability if 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 of the Code. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment Agreement does not materially adversely affect the Executive’s rights under this agreement.meet any applicable requirements of Code section 409A.

Code Section 409A. (a) It is the intent intention of the parties that the provisions of this Agreement to either meet an exception from or to shall comply with the requirements of the short-term deferral exception to Section 409A of the Internal Revenue Code of 1986and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall mean be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Code Section 409A, then the following provisions shall apply: - No shares of Class A Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Service shall actually be issued or distributed to Participant until the date of a "separation Participant’s Separation from service" within Service or as soon thereafter as administratively practicable, but in no event later than the meaning later of Code Section 409A(a)(2)(A)(i)(i) the last day of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. If - No shares of Class A Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the Executive earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Executive’s termination of employmentTreasury Regulations issued under Code Section 409A, any nonqualified deferred compensation subject as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A that would otherwise have been payable under this Agreement as a result ofarrangements of the Corporation, and within such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred shares or other distributable amount shall be issued or distributed in a lump sum on the first six day of the seventh (67th) months 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 month following the date of the ExecutiveParticipant’s separation Separation from service Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of ExecutiveParticipant’s death. Any - No shares of Class A Common stock or other amounts attributable to such “nonqualified deferred compensation” shares that vest and become issuable or payable under Paragraph 4 of this Agreement by reason of a Change in Control of the Corporation or a Change in Control of the Apollo Global Subsidiary shall be issued or distributed to the Participant at the time of the applicable Change in Control event unless that transaction also as the Participant qualifies as a change in control event under Code Section 409A and the Treasury Regulations thereunder. In the absence of such a qualifying change in control, the issuance of the shares of Class A Common Stock or the distribution of any other amounts attributable to such shares shall not be subject made until the earlier of (i) the specified completion date of the entire _______ (___) calendar-month Performance Period or (ii) the effective date of a Change in Control that constitutes as to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditorsthe Participant a qualifying a change in control event under Code Section 409A and the Treasury Regulations thereunder, or borrowingas soon as administratively practicable following the applicable event, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 but in no event later than the end fifteenth (15th) day of Executive’s taxable year next the third (3rd) calendar month following the taxable date of that event. - In no event shall the Participant have the right to determine the calendar year in which such issuance or distribution is to occur. Accordingly, if the Executive submits time period for delivery of the respective taxes Participant’s requisite release pursuant to Section 4 and 8 of the taxing authority. The Executive agrees Extended Employment Agreement spans two taxable years, any issuance or distribution under this Agreement that would otherwise be triggered by that release will not be effected during that period but will instead be effected during the Company may amend this agreement, remainder of the applicable time period for effecting that issuance or distribution in accordance with the consent terms 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 of the Code. 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 agreementAgreement.

Code Section 409A. It is If and to the intent extent any portion of any payment provided to you under this Agreement to either meet an exception in connection with your separation from or to comply with the requirements of service in Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the is determined to constitute “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A and you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) at ), as determined by the time Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination you, as a condition to accepting benefits under this Agreement and the Plan, agrees that you are is bound, such portion of the Executiveshares of Company’s termination common stock to be delivered on a vesting date shall not be delivered before the earlier of employment(i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth (10th) day after the date of your death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to you during the period between the date of separation from service and the New Payment Date shall be delivered to you on such New Payment Date, and any nonqualified remaining shares will be delivered on their original schedule. Neither the Company nor you will have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsection.

Code Section 409A. It is the The intent of the parties is that payments and benefits under this Agreement to either meet an exception from or to (including all attachments, exhibits and annexes) comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall mean be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the date contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this agreement, and no payment shall be due to Executive under this Agreement, until Executive would be considered to have incurred a "“separation from service" ” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” 409A. Any payments described in this Agreement that are due within the meaning of “short-term deferral period” as defined in Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement that constitutes deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement shall be construed as a separate identified payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in this agreement, to the extent that any payments to be made to Executive upon his or her separation from service would result ofin the imposition of any individual penalty tax imposed under Code Section 409A, and within the payment shall instead be made on the first business day after the earlier of (i) the date that is six (6) months followingfollowing such separation from service and (ii) Executive’s death. Notwithstanding anything to the contrary in this Agreement, Change in Control under the Agreement shall only be deemed to have occurred if the Change in Control constitutes a change in the ownership or effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A. To the extent that the Agreement provides for the reimbursement of specified expenses incurred by the Executive’s "separation from service" and not by reason , such reimbursement shall be made in accordance with the provisions of another the Agreement, but in no event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) later than the last day following the date of the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 authorityexpense was incurred. The Executive agrees that amount of expenses eligible for reimbursement or in-kind benefits provided by the Company may amend this agreementin any taxable year of the Executive shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). In the case of a tax gross- up payment, such payment shall be made in accordance with the consent provisions of the Agreement, but in no event later than the last day of the Executive, as ’s taxable year following the taxable year in which the tax was remitted by the Executive.” 3. Section 5.6 (a) (iii) of the Agreement are hereby amended by adding the following to the end thereof: “No continuation of coverage shall be provided to the extent it results in adverse tax consequences to 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 under Section 409A 4980D of the Code. 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 If and to the intent extent any portion of any payment provided to the Executive under this Agreement to either meet an exception from or to comply in connection with the requirements of Executive’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive 409A”) is a determined to constitute “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A and the Executive is a “specified Executive” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Executive, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) at the time day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Executive’s termination death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Executive during the period between the date of employmentseparation from service and the New Payment Date shall be delivered to the Executive on such New Payment Date, and any nonqualified remaining shares will be delivered on their original schedule. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to the Executive or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsection.

Code Section 409A. It is the (i) The intent of the parties is that payments and benefits under this Agreement to either meet an exception from or to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings the regulations and regulations guidance promulgated thereunder (collectively, "Section 409A") and, accordingly, to the “Code”maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days following the date of termination"), and the actual date of payment within the specified period shall be within the sole discretion of the Company. (ii) A termination of employment shall not be deemed to have occurred for purposes of any ambiguities herein will be so interpreted and provision of this agreement will be so administered. References to Agreement providing for the payment of any amounts or benefits upon or following a termination of employment in Section 7 of this Agreement shall mean the date of unless such termination is also a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." If you are deemed on the Executive is date of termination to be a “"specified employee” " within the meaning of Code that term under Section 409A(a)(2)(B)(i409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered "deferred compensation" under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) at and is due upon your separation from service, such payment or benefit shall not be made or provided until the time date which is the earlier of (A) the expiration of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, 6)-month period measured from the Executive’s date of your "separation from service," and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6B) months and one (1) day following the date of your death (the Executive’s separation from service or"Delay Period") and this Agreement and each such plan, if earlierprogram, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the date expiration of Executive’s deaththe Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. Any such “nonqualified deferred compensation” With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to anticipationliquidation or exchange for another benefit, 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 of the Code. 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 (ii) the amount of additional tax and interest penalty payable expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by the Executive on account Section 105(b) of the violation of Section 409A. Such payment Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made by on or before the Company within thirty (30) days last day 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 your 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 of the Code. 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 agreementexpense occurred.

Code Section 409A. It (a) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, any payment on account of the Executive’s separation from service that would otherwise be due hereunder and which is subject to the intent requirements of this Code Section 409A that is payable within six (6) months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, plus interest on any delayed payments at the prime rate of interest published in the Wall Street Journal effective as of the date of termination. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of his/her voluntary termination (with or without Good Reason) or his/her termination by the Company without Cause unless he/she would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). (b) This Agreement is intended to either meet an exception be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the “Code”), and any ambiguities herein will provision shall be read in such a manner so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of that no payments due under this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid an “additional tax, penalties and/or interest under ” as defined in Section 409A 409A(a)(1)(B) of the Code. 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 For purposes of Section 409A. Any 409A, each payment by the Company of such amount shall include a “gross-up” payment, which made under this Agreement shall be treated as a separate payment. In no event may the amount required to cause Executive, directly or indirectly, designate the net amount retained by calendar year of payment. (c) All reimbursements provided under this Agreement shall be made or provided in accordance with the Executive after payment requirements of all taxesSection 409A, including taxes on including, where applicable, the “gross-up” paymentrequirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), to equal (ii) the amount of additional tax and interest penalty payable by expenses eligible for reimbursement during a calendar year may not affect the Executive expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on account or before the last day 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 calendar year next following the taxable year in which the Executive submits expense is incurred, and (iv) the respective taxes right to the taxing authorityreimbursement is not subject to liquidation or exchange for another benefit. 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 of the Code. 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.Allarity CFO Employment Agreement_Joan Y. Brown_January 2023 16

Code Section 409A. It is the (i) The intent of the parties is that payments and benefits under this Agreement to either meet an exception from or to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings the regulations and regulations guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “Codepayment shall be made within thirty (30) days following the date of termination”), and the actual date of payment within the specified period shall be within the sole discretion of the Company. (ii) A termination of employment shall not be deemed to have occurred for purposes of any ambiguities herein will be so interpreted and provision of this agreement will be so administered. References to Agreement providing for the payment of any amounts or benefits upon or following a termination of employment in Section 7 of this Agreement shall mean the date of unless such termination is also a "“separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i). 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Executive is date of termination to be a “specified employee” within the meaning of Code that term Xx. Xxxxxxx September 1, 2020 under Section 409A(a)(2)(B)(i409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) at and is due upon your separation from service, such payment or benefit shall not be made or provided until the time date which is the earlier of (A) the expiration of the Executive’s termination six (6)-month period measured from the date of employmentyour “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, any nonqualified deferred compensation subject program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the first business day following expiration of the Delay Period, all payments and benefits delayed pursuant to Code this Section 409A that 11(c) (whether they would have otherwise have been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement as a result of, and within shall be paid or provided in accordance with the first six normal payment dates specified for them herein. (6iii) months following, All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the Executive’s "separation from service" and not by reason end of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day the calendar year next following the date calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such “nonqualified deferred compensation” right to reimbursement or in-kind benefits shall not be subject to anticipationliquidation or exchange for another benefit, 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 of the Code. 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 (ii) the amount of additional tax and interest penalty payable expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by the Executive on account Section 105(b) of the violation of Section 409A. Such payment Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made by on or before the Company within thirty (30) days last day 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 your 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 of the Code. 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 agreementexpense occurred.

Code Section 409A. It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 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 agreementAgreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement Agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A of the Code. 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 agreementAgreement. ePlus inc. Executive /s/ Xxxxxx X. Xxxxxxx, September 4, 2009 /s/ Xxxxxx X. Xxxxxx, September 4, 2009 Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Lead Independent Director Chief Executive Officer This Release is entered into by ePlus inc. (hereafter referred to as “ePlus” or the “Company”) and Xxxxxxx X. Xxxxxx.

Code Section 409A. It The Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the intent of this Agreement to either meet an exception from or to comply with the requirements meaning of Section 409A of the Internal Revenue Code of 1986Code. Notwithstanding the foregoing, as amended, and in the event the Agreement or any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References compensation or benefit paid to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive Xxxxxx hereunder is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject deemed to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such “nonqualified deferred compensation” shall not be subject to anticipationSection 409A of the Code, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowingthen, to the maximum extent necessary permitted under Section 409A of the Code and the regulations and guidance issued thereunder, such compensation or benefit shall first comply with any available exemption or exception under Section 409A of the Code (e.g., short-term deferral, severance pay plan exceptions, etc.) before subjecting such compensation or benefit to avoid tax, penalties and/or interest the provisions and restrictions under Section 409A of the Code. The In addition, to the extent (i) any compensation or benefits to which Xxxxxx becomes entitled under the Agreement, or any agreement or plan referenced therein, in connection with Xxxxxx’x termination of employment with the Company agrees that it will payconstitute deferred compensation subject to Section 409A of the Code and (ii) Xxxxxx is considered at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, indemnify and hold then such compensation or benefits (to the Executive harmless for any additional tax extent not otherwise exempt or interest penalty payable amount by excepted from the Executive on account of a violation provisions of Section 409A. Any payment by 409A) shall not be paid or commence until the Company earliest of (i) the expiration of the six (6)-month period measured from the date of Xxxxxx’x “separation from service” (as such amount shall include term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; (ii) the date Xxxxxx becomes “disabled” (as defined in Treasury Regulations under Section 409A of the Code); or (iii) the date of Xxxxxx’x death following such separation from service. Upon the expiration of the applicable six (6)-month deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a “gross-up” payment, which single sum or in installments) in the absence of this paragraph shall be paid to Xxxxxx or Xxxxxx’x beneficiary in one lump sum. Any compensation or benefits under this Agreement which are considered “deferred compensation” within 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 meaning of Section 409A of the Code. The Executive agrees , shall, to the extent not otherwise exempt or excepted from such provisions, be administered and interpreted in a manner that he will not withhold his consent is consistent with such provisions and, to the extent permitted under this Section 20 if 409A of the proposed amendment Code and the guidance issued thereunder, in a manner that does not materially adversely affect change the Executive’s rights economic value of this Agreement to either party; provided, however, that nothing in this Agreement shall prohibit the Company from withholding income and other taxes (including any additional tax or interest under Section 409A(a)(1)(B) of the Code) from any compensation or benefits provided under this agreementAgreement that the Company determines are required to be withheld from such compensation or benefits.

Code Section 409A. (a) It is the intent intention of the parties that the provisions of this Agreement to either meet an exception from or to shall comply with the requirements of the short-term deferral exception to Section 409A of the Internal Revenue Code of 1986and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall mean be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Code Section 409A, then the following provisions shall apply: - No shares of Class A Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Service shall actually be issued or distributed to Participant until the date of a "separation Participant’s Separation from service" within Service or as soon thereafter as administratively practicable, but in no event later than the meaning later of Code Section 409A(a)(2)(A)(i)(i) the last day of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. If - No shares of Class A Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s Separation from Service shall actually be issued or distributed to Participant prior to the Executive earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Executive’s termination of employmentTreasury Regulations issued under Code Section 409A, any nonqualified deferred compensation subject as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A that would otherwise have been payable under this Agreement as a result ofarrangements of the Corporation, and within such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred shares or other distributable amount shall be issued or distributed in a lump sum on the first six day of the seventh (67th) months 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 month following the date of the ExecutiveParticipant’s separation Separation from service Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of ExecutiveParticipant’s death. Any - No amounts that vest and become payable under Paragraph 5 of this Agreement by reason of a Change in Control shall be distributed to the Participant at the time of such “nonqualified deferred compensation” Change in Control, unless that transaction also qualifies as a change in control event under Code Section 409A and the Treasury Regulations thereunder. In the absence of such a qualifying change in control, the distribution shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to made until the extent necessary to avoid tax, penalties and/or interest under Section 409A first business day following the scheduled completion date of the Code. The Company agrees that it will payCorporation’s _______fiscal year or as soon as administratively practicable following thereafter, 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 but in no event later than the end fifteenth (15th) day of Executive’s taxable year next the third (3rd) calendar month following such completion date. - In no event shall the taxable Participant have the right to determine the calendar year in which such issuance or distribution is to occur. Accordingly, if the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent time period for delivery 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 Participant’s requisite release pursuant to the provisions of Section 409A terms of the Code. The Senior Executive agrees Severance Pay Plan spans two taxable years, any issuance or distribution under this Agreement that he would otherwise be triggered by that effective and enforceable release will not withhold his consent under be effected during that period but will instead be effected during the remainder of the applicable time period for effecting that issuance or distribution in accordance with the terms of this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreementAgreement.

Code Section 409A. It is (a) To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or US-DOCS\105699324.4 appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from or to Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 11 does not, and shall not be construed so as to, create any obligation on the part of the Internal Revenue Code Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of 1986their respective officers, as amendeddirectors or advisors be liable for any taxes, and interest or penalties imposed under Section 409A or any rulings and regulations promulgated thereunder corresponding provision of state or local law. (collectively, the “Code”), and any ambiguities herein will be so interpreted and b) Any right under this agreement will be so administered. References Agreement to a termination series of employment installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in Section 7 of this Agreement Agreement, no compensation or benefits shall mean be paid to Employee during the date of a "six (6)-month period following Employee’s “separation from service" ” with the Company (within the meaning of Code Section 409A(a)(2)(A)(i)409A) 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 Executive payment of any such amounts is delayed as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time result of the Executive’s termination previous sentence, then on the first business day following the end of employment, any nonqualified deferred compensation subject to Code such six (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 Employee’s death), the Company shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise have been payable to Employee during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Employee under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such constitute “nonqualified deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such reimbursements or in-kind benefits shall be paid or reimbursed 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 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 Employee’s right to such payments or reimbursements of any such expenses shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementother benefit.

Code Section 409A. It is If and to the intent extent any portion of any payment provided to Employee under this Agreement to either meet an exception in connection with Employee’s separation from or to comply with the requirements of service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive 409A”) is a determined to constitute “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A and Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) at ), as determined by Company in accordance with the time procedures separately adopted by Company for this purpose, by which determination Employee, as a condition to accepting benefits under this Agreement, agrees that he or she is bound, such portion of the Executiveshares of Company’s termination common stock to be delivered on a vesting date shall not be delivered before the earlier of employment(i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth (10th) day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to Employee during the period between the date of separation from service and the New Payment Date shall be delivered to Employee on such New Payment Date, and any nonqualified remaining shares will be delivered on their original schedule. Neither Company nor Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, Company makes no representations or warranty and shall have no liability to Employee or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsection.

Code Section 409A. It is the (1) The intent of the parties is that payments and benefits under this Agreement to either meet an exception from or to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings the regulations and regulations guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “Codepayment shall be made within thirty (30) days following the date of termination”), and the actual date of payment within the specified period shall be within the sole discretion of the Company. (2) A termination of employment shall not be deemed to have occurred for purposes of any ambiguities herein will be so interpreted and provision of this agreement will be so administered. References to Agreement providing for the payment of any amounts or benefits upon or following a termination of employment in Section 7 of this Agreement shall mean the date of unless such termination is also a "“separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i)409A and, Xx. Xxxxxxxxxxx October 10, 2016 Page 12 for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the Executive is date of termination to be a “specified employee” within the meaning of Code that term under Section 409A(a)(2)(B)(i409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) at and is due upon your separation from service, such payment or benefit shall not be made or provided until the time date which is the earlier of (A) the expiration of the Executive’s termination six (6)-month period measured from the date of employmentyour “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, any nonqualified deferred compensation subject program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to Code this Section 409A that 11(c) (whether they would have otherwise have been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement as a result of, and within shall be paid or provided in accordance with the first six normal payment dates specified for them herein. (63) months following, All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the Executive’s "separation from service" and not by reason end of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day the calendar year next following the date calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such “nonqualified deferred compensation” right to reimbursement or in-kind benefits shall not be subject to anticipationliquidation or exchange for another benefit, 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 of the Code. 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 (ii) the amount of additional tax and interest penalty payable expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by the Executive on account Section 105(b) of the violation of Section 409A. Such payment Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made by on or before the Company within thirty (30) days last day 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 your 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 of the Code. 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 agreementexpense occurred.

Code Section 409A. It is the intent of this This Award and Agreement to either meet an exception from or are intended to comply with Code Section 409A or an exemption therefrom and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any other provision of the Agreement, any distributions or payments due hereunder that are subject to Code Section 409A may only be made upon an event and in a manner permitted by Code Section 409A. “Termination of the Internal Revenue Code employment” or words of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment similar import used in Section 7 of this Agreement shall mean the date mean, with respect to any payments of deferred compensation subject to Code Section 409A, a "“separation from service" ” as defined in Code Section 409A. Each payment of compensation under this Agreement, including installment payments, shall be treated as a separate payment of compensation for purposes of applying Code Section 409A. Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent that an Award is or becomes subject to Code Section 409A and Grantee is a Specified Employee (within the meaning of Code Section 409A(a)(2)(A)(i). If 409A) who becomes entitled to a distribution on account of a separation from service, no payment shall be made before the Executive date which is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 after the date of the ExecutiveGrantee’s separation from service or, if earlier, the date of ExecutiveGrantee’s deathdeath (the “Delayed Payment Date”), and the accumulated amounts shall be distributed or paid in a lump sum payment on the Delayed Payment Date. Any such “nonqualified deferred compensation” Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and shall not be subject to anticipationliable for all or any taxes, alienationpenalties, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, interest or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees other expenses that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount may be incurred by the Executive Grantee on account of a violation of non-compliance with Code 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 of the Code. 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.409A.

Code Section 409A. It This Agreement is the intent of this Agreement intended to either meet an exception from be exempt from, or to comply with with, the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will shall be so interpreted and construed consistently with such intent. The payments to Executive pursuant to this agreement will Agreement are also intended to be so administeredexempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). References For purposes of Section 409A of the Code, Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. To the extent required to avoid the imposition of additional taxes and penalties under Section 409A of the Code, any amounts under this Agreement are payable by reference to Executive’s “termination of employment in Section 7 of this Agreement employment” such term and similar terms shall mean the date of a "be deemed to refer to Executive’s “separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A of the Executive’s termination of employmentCode; provided, any nonqualified deferred compensation subject to Code Section 409A however, that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "“separation from service" ” means a separation from service with the Company and not by reason of another event all other persons or entities with whom the Company would be considered a single employer under Section 409A(a)(2)(A)414(b) or 414(c) of the Code, will become payable six applying the 80% threshold used in such Code sections and the Treasury Regulations thereunder, all within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (6as such term is defined in Section 409A of the Code) months provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A of the Code, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (1ii) day following if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that constitutes deferred compensation under Section 409A of the Code and is payable upon Executive’s separation from service orand would have been paid prior to the six-month anniversary of Executive’s separation from service, if earlier, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Executive’s separation from service or (B) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such “nonqualified deferred compensation” expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid exchange for any other benefit. In no event will Employer be liable for any additional tax, interest or penalties and/or interest that may be imposed on Executive under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless Code or 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 damages for failing 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, comply 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 of the Code. 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 the intent of this Agreement (a) The parties hereto intend that all benefits and payments to either meet an exception from be made to you hereunder will be provided or to comply paid in compliance with the requirements all applicable provisions of Section 409A of the Internal Revenue Code of 1986and all regulations, as amendedguidance, and any rulings and regulations promulgated other interpretative authority issued thereunder (collectively, the “CodeSection 409A”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean be construed and administered in accordance with such intent. The parties also agree that this Agreement may be modified, as reasonably requested by any party, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments to be provided or paid to you hereunder, provided, however, that any such modification shall maintain the original intent and economic benefits of the applicable provision of this Agreement, without materially increasing or decreasing your rights or benefits hereunder. Notwithstanding the foregoing or anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided to you under this Agreement shall be subject to the provisions set forth below. (b) The date of your “separation from service,” as defined in the regulations issued under Section 409A, shall be treated as your Termination Date for purpose of determining the time of payment of any amount (other than the amounts described in clauses (i) through (iii) of Section 5(a)) that becomes payable to you pursuant to Section 5 upon the termination of your employment. (c) In the case of any amounts that are payable to you under this Agreement in the form in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), (A) your right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such plan does not already so provide, it is hereby amended to so provide, with respect to amounts payable to you thereunder. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of a "separation from service" termination”), the actual date of payment within the meaning specified period shall be within the sole discretion of Code Section 409A(a)(2)(A)(i). the Company. (d) If the Executive is you are a “specified employee” within the meaning of Code the Section 409A(a)(2)(B)(i) 409A at the time of your “separation from service” within the Executive’s termination meaning of employmentSection 409A, then any nonqualified payment otherwise required to be made to you under this Agreement on account of your separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of409A, and within shall not be made until the first business day after (i) the expiration of six (6) months following, from the Executive’s "date of your separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six or (6ii) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s deathyour death Xxxx X. Xxxxxxxxx December 15, 2008 Page 18 (the “Delayed Payment Date”). Any On the Delayed Payment Date, there shall be paid to you or, if you have died, to your estate, in a single cash lump sum, an amount equal to aggregate amount of the payments delayed pursuant to the preceding sentence. (e) Except as otherwise expressly provided in this Agreement, all expenses eligible for reimbursement hereunder shall be paid to you promptly, but in any event by no later than December 31 of the calendar year following the calendar year in which such “nonqualified deferred compensation” expenses were incurred. The expenses incurred by you in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by you in any other calendar year that are eligible for reimbursement hereunder. Your right to receive any reimbursement hereunder shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementother benefit.

Code Section 409A. It is the intent of intended that payments under this Agreement to either meet an exception shall be exempt from or to comply in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 the provisions of this Agreement are to be construed accordingly. Payments provided hereunder are intended to satisfy the involuntary separation or short term deferral exemptions under 409A. However, in no event shall mean the date Company or an affiliate be responsible for any tax or penalty owed by the Executive or beneficiary with regard to payments and benefits provided herein. For purposes of Code Section 409A, each installment of payments or benefits is intended to be treated as a "separate payment, and the terms “employment termination” and “termination of employment” or terms of like kind are intended to constitute “separation from service" within the meaning of ” as defined under Code Section 409A(a)(2)(A)(i). If 409A. Notwithstanding anything in this Agreement to the contrary, if the Executive is determined to constitute a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A “Specified Employee” at the time of the Executive’s termination of employmentseparation from service, any nonqualified deferred compensation subject to payments not exempt from Code Section 409A that would otherwise have been payable under this Agreement as a result ofshall be aggregated and delayed (if then required), and within paid on the earlier of the first six (6) months following, day of 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 seventh month following the date of the Executive’s separation from service orservice, if earlier, or the date of day after the Executive’s death, as applicable. Any such “nonqualified deferred compensation” Thereafter, any remaining payments and benefits shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, paid as if there had been no earlier delay. Notwithstanding anything to the extent necessary to avoid taxcontrary in this Agreement or elsewhere, penalties and/or interest under Section 409A of in the Code. The Company agrees event 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 waives the provisions of another severance or change in control agreement or arrangement for this Agreement and such participation in this Agreement is later determined to be a “substitution” (within the meaning of Section 409A 409A) for the benefits under such agreement or arrangement, then any payment or benefit under this Agreement that such Executive becomes entitled to receive during the remainder of the Code. The Executive agrees that he will not withhold his consent under this Section 20 if waived term of such agreement or arrangement shall be payable in accordance with the proposed amendment does not materially adversely affect the Executive’s rights under this agreementtime and form of payment provisions of such agreement or arrangement.

Code Section 409A. It is (a) To the intent of extent applicable, this Agreement to either meet an exception from or to comply shall be interpreted and applied consistent and in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 provision of this Agreement shall mean to the date of a "separation from service" within contrary, if the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, Company determines that any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been or benefits payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such “nonqualified deferred compensation” shall may not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, either exempt from or borrowing, to the extent necessary to avoid tax, penalties and/or interest under compliant with Section 409A of the Code. The Company agrees that it will payCode and related Department of Treasury guidance, 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 may in its sole discretion adopt such amount shall include a “gross-up” payment, which shall be the amount required amendments 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 this Agreement or take 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 other actions that the Company may amend determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this agreementAgreement from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply 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 requirements of Section 409A of the Code. The Executive agrees Code and related Department of Treasury guidance; provided, however, that he will not withhold his consent under this Section 20 if 6.1 shall not create any obligation on the proposed part of the Company to adopt any such amendment does not materially adversely affect or take any such action, nor shall the Company have any liability for failing to do so. (b) Notwithstanding anything to the contrary in this Agreement, no payment or benefits shall be paid to the Executive during the 6-month period following the Executive’s rights “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(h), and specifically Treasury Regulation Section 1.409A-1(h)(5)) to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under this agreementSection 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 Code Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period.

Code Section 409A. It is If and to the intent extent any portion of any payment provided to the Employee under this Agreement to either meet an exception from or to comply in connection with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the Employee’s Separation from Service is determined to constitute “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i) at ), as determined by the time Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the Executivepayment, compensation or other benefit shall not be paid before the earlier of (i) the day that is six (6) months plus one (1) day after the date of Separation from Service (as determined under Code Section 409A) or (ii) the tenth (10th) day after the date of the Employee’s termination death (as applicable, the “New Payment Date”). The aggregate of employmentany payments that otherwise would have been paid to the Employee during the period between the date of Separation from Service and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date, and any nonqualified remaining payments will be paid on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to the Employee or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 agreementsection.

Code Section 409A. It This Agreement is the intent of this Agreement to either meet an exception from or intended to comply with the requirements provisions of Section 409A of the Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, and any rulings the rules and regulations promulgated thereunder (collectively, the “CodeCode Section 409A”), and this Agreement shall, to the extent practicable, be construed in accordance therewith. To the extent there is any ambiguities herein will be so interpreted and ambiguity in this agreement will be so administered. References Agreement as to a termination of employment in its compliance with Code Section 7 of 409A, this Agreement shall mean be read to conform with the date of a "separation from service" within the meaning requirements of Code Section 409A(a)(2)(A)(i). If 409A, and the Executive is a “specified employee” within the meaning of Company may, in its sole discretion, amend or replace this Agreement to cause this Agreement to comply with Code Section 409A(a)(2)(B)(i) at 409A. Neither the time Company nor Executive shall have the right to accelerate or defer the delivery of any consideration provided under this Agreement except to the Executive’s termination extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to Executive or any other person if any provisions of employment, any nonqualified or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A that would otherwise have been payable but not to satisfy the conditions of Code Section 409. In the event a payment under this Agreement as a result of, and is made within the first six (6) months 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 the Executive’s separation from service or(within the meaning of Code Section 409A), the following additional payment timing rule shall apply: (a) if Executive is determined by the Company to be a “specified employee” (within the meaning of Code Section 409A, determined using the identification methodology selected by the Company from time to time), and (b) the Company shall make a good faith determination that an amount payable to Executive hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then nothing in this Agreement shall require the Company to pay or authorize payment of such amount on the otherwise scheduled payment date pursuant to this Agreement but the Company shall instead pay it or authorize payment without interest, on the first business day after such six-month period, or if earlier, upon 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 of the Code. 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 the intent (i) Notwithstanding any provision of this Agreement Plan to either meet an exception the contrary, all Awards made under this Plan are intended to be exempt from or to or, in the alternative, comply with the requirements of Code Section 409A of and the Internal Revenue Code of 1986interpretive guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning separate payment for purposes of Code Section 409A(a)(2)(A)(i). 409A. (ii) If the Executive a Participant is a “specified employee” within the meaning (as such term is defined for purposes of Code Section 409A(a)(2)(B)(i409A) at the time of the Executive’s his or her termination of employmentservice, any no amount that is nonqualified deferred compensation subject to Code Section 409A and that would otherwise have been becomes payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another such termination of service shall be paid to the Participant (or in the event under Section 409A(a)(2)(A)of the Participant’s death, will become payable the Participant’s representative or estate) before the earlier of (x) the first business day after the date that is six (6) months and one (1) day following the date of the ExecutiveParticipant’s separation from service ortermination of service, if earlier, and (y) within 30 days following the date of Executivethe Participant’s death. Any such For purposes of Code Section 409A, a termination of service shall be deemed to occur only if it is a “nonqualified deferred compensationseparation from service” within the meaning of Code Section 409A, and references in the Plan and any Award agreement to “termination of service” or similar terms shall not be mean a “separation from service.” If any Award is or becomes subject to anticipationCode Section 409A, alienationunless the applicable Award agreement provides otherwise, salesuch Award shall be payable upon the Participant’s “separation from service” within the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated or otherwise triggered under a Change in Control, transferthen the definition of Change in Control shall be deemed modified, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, only to the extent necessary to avoid taxthe imposition of an excise tax under Code Section 409A, penalties and/or interest under to mean a “change in control event” as such term is defined for purposes of Code Section 409A. (iii) Any adjustments made pursuant to Section 12 to Awards that are subject to Code Section 409A of the Code. 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, compliance with the consent requirements of the ExecutiveCode Section 409A, as the Company determines is necessary or advisable so that payments and any adjustments made pursuant to this agreement will Section 12 to Awards that are not result in additional taxation of the Executive pursuant subject to the provisions of Code Section 409A shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code Section 409A or (y) comply with the requirements of the Code. The Executive agrees that he will not withhold his consent under this Code Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.409A.

Code Section 409A. It is the intent intention of the Company, the Parent and the Executive that, to the extent any amounts or benefits payable under or pursuant to this Agreement represent nonqualified deferred compensation that is or may be subject to either meet an exception from or to comply with the requirements of Section 409A of the Code and the Internal Revenue Code of 1986, as amended, and any rulings and Service regulations promulgated thereunder (collectively, the “CodeCode Section 409A”), and the provisions of this Agreement shall be interpreted to avoid any ambiguities penalty sanctions under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code Section 409A, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions will not be so interpreted and this agreement will imposed. For purposes of Code Section 409A, all payments to be so administered. References to made upon a termination of employment in Section 7 of under this Agreement shall mean may only be made upon the date of a "Executive’s “separation from service" ” (within the meaning of such term under Code Section 409A(a)(2)(A)(i)409A) and each payment made under this Agreement shall be treated as a separate payment. If In no event shall the Executive is a “specified employee” within Executive, directly or indirectly, designate the meaning calendar year of payment, except as permitted under Code Section 409A(a)(2)(B)(i) 409A. Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employmentemployment with the Company, any nonqualified deferred compensation subject to the Company or the Parent has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in Code Section 409A that would 409A) and it is necessary, as determined by the Executive, to postpone the commencement of any payments or benefits otherwise have been payable under this Agreement as a result ofof such termination of employment to prevent the application of the additional twenty percent (20%) tax under Code Section 409A, and then the commencement of the payment of any such payments or benefits hereunder that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) or the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), will be postponed (without any reduction in such payments or benefits ultimately paid or provided to the Executive). If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six (6) months following, following the Executive’s "“separation from service" and not by reason ” with the Company. If the Executive dies during the postponement period prior to the payment of another event under the postponed amount, the amounts for which payment has been delayed on account of Code Section 409A(a)(2)(A), will become payable six 409A shall be paid to the personal representative of the Executive’s estate within sixty (660) months and one (1) day following days after the date of the Executive’s separation from service ordeath. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, if earlierincluding, where applicable, the date of requirement that (1) any reimbursement shall be for expenses incurred during the Executive’s death. Any such “nonqualified deferred compensation” shall not be subject to anticipationlifetime (or during a shorter period of time specified in this Agreement), 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 of the Code. 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 (2) the amount of additional tax and interest penalty payable by expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the Executive expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (3) the reimbursement of an eligible expense will be made on account or before the last day 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 calendar year next following the taxable calendar year in which the Executive submits expense is incurred and (4) the respective taxes right to the taxing authorityreimbursement of in kind benefits is not subject to liquidation or exchange for another benefit. The Executive agrees and understands that, notwithstanding anything in this Agreement to the contrary (including, but not limited to, any provisions in this Agreement that refer or relate to Code Section 409A), neither the Company may amend nor any of its affiliates makes any representation, covenant or warranty that amounts payable under or in accordance with this agreementAgreement (including any plan, program, agreement or arrangement referred to herein) comply with the consent of the Executive, as the Company determines is necessary or advisable so Code Section 409A. The Executive acknowledges and agrees that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of this Agreement reflect solely the Company’s attempt to seek compliance with Code Section 409A and that no guarantees or assurances of any kind are hereby provided to the CodeExecutive or any other person who has or may have an interest in any benefits or amounts payable hereunder with respect to such compliance. The Executive agrees is solely responsible and liable for the satisfaction of all taxes (together with applicable interest and penalties thereon) that he will may be imposed on amounts payable under or with respect to this Agreement (including, but not withhold his consent limited to, any taxes, penalties and interest under this Code Section 20 if 409A, and neither the proposed amendment does not materially adversely affect the Executive’s rights under this agreementCompany nor any of its affiliates shall have any obligation or liability for or with respect to any such taxes, penalties or interest.

Code Section 409A. It (a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the intent requirements Section 409A of the Code and applicable advice and regulations issued thereunder. (b) Notwithstanding anything in this Agreement to either meet an exception from the contrary, the severance payments under Sections 6, 7 and 8, and any other amount or to comply with the requirements benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code and that would otherwise be payable or distributable hereunder by reason of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the ExecutiveEmployee’s termination of employment, will not be payable or distributable to Employee unless (i) the circumstances giving rise to such termination of employment meet any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "description or definition of “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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under in Section 409A of the Code. The Company agrees Code and applicable regulations (without giving effect to any elective provisions that it will paymay be available under such definition), indemnify and hold or (ii) the Executive harmless for any additional tax payment or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company distribution of such amount shall include a “gross-up” payment, which shall or benefit would be exempt from 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 application of Section 409A of the CodeCode by reason of the short-term deferral exemption or otherwise. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment This provision does not materially adversely affect prohibit the Executivevesting of any amount upon Employee’s rights under termination of employment or the determination of the amounts owed to Employee due to such termination. If this agreementprovision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service. (c) Whenever in this Agreement the provision of payment or benefit is conditioned on Employee’s execution and non-revocation of a waiver and release of claims, such waiver and release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employee’s employment, but the Company may elect to commence payment at any time during such sixty (60)-day period.

Code Section 409A. It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 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 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 section 409A of the Codecode. 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 (a) To the intent of extent that compensation or benefits payable under this Agreement to either meet an exception from or to comply with letter constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and are designated under this agreement will be so administered. References to letter as payable upon (or within a specified time following) your termination of employment in employment, such compensation or benefits shall, subject to Section 7 of this Agreement shall mean 8(b) hereof, be payable only upon (or, as applicable, within the date of a "specified time following) your “separation from service" ” from the Company (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code). If . (b) Notwithstanding anything to the Executive is a contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 3 hereof, shall be paid to you during the 6-month period following your “specified employeeseparation from service” (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code) if the Company determines that paying such amounts at the time or times indicated in this letter would be a prohibited distribution under Section 409A(a)(2)(B)(i) at the time of the Executive’s termination Code. If the payment of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement such amounts is delayed as a result ofof the previous sentence, and within then on the first six (6) months 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) 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 Executive’s separation from service orCode without resulting in a prohibited distribution, if earlierincluding as a result of your death), the date Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period. (c) To the extent that any payments or reimbursements provided to you under this letter, including, without limitation under Section 4 hereof, are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to you reasonably promptly, but not later than December 31 of Executive’s deaththe year following the year in which the expense was incurred. Any The amount of any such “nonqualified deferred compensation” 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 your right to such payments or reimbursement shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to exchange for any other benefit. (d) To the extent necessary to avoid taxapplicable, penalties and/or interest under this letter shall be interpreted and applied consistent and in accordance with Section 409A of the CodeCode and Department of Treasury regulations and other interpretive guidance issued thereunder. The Company agrees that it will payNotwithstanding any provision of this letter to the contrary, indemnify and hold the Executive harmless for if at any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by time the Company of such amount shall include a “gross-up” payment, which shall determines that any compensation or benefits payable under this letter may not 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 either exempt from or compliant with Section 409A of the violation Code and related Department of Section 409A. Such payment shall be made by Treasury guidance, the Company within thirty may adopt such amendments to this letter or adopt other policies and procedures (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority including amendments, policies 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 procedures with retroactive effect), or take any other actions, that the Company may amend determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this agreementletter from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply 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 requirements of Section 409A of the Code. The Executive agrees Code and related Department of Treasury guidance; provided, however, that he will not withhold his consent under this Section 20 if 8(d) shall not create an obligation on the proposed amendment does not materially adversely affect part of the Executive’s rights under this agreementCompany to adopt any such amendment, policy or procedure or take any such other action.”

Code Section 409A. It is the intent of (a) Notwithstanding anything in this Agreement to either meet an exception from the contrary, to the extent that any amount or to comply with the requirements benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will ) would otherwise be so interpreted and this agreement will be so administered. References to a termination payable or distributable hereunder by reason of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 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 (i) the circumstances giving rise to such termination of employment meet any nonqualified deferred compensation subject to Code description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral 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 409A-compliant “separation from service” or such later date as may be required by Subsection 15(b) below. (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise have been be payable or distributable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service orduring a period in which he is a Specified Employee (as defined below), if earlierthen, 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 extent necessary to avoid tax, penalties and/or interest under Section 409A any permissible acceleration of the Code. 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 under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such amount shall include a “grossnon-up” paymentexempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, 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 such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated and interest penalty payable by the Executive on account of the violation of Section 409A. Such Executive’s right to receive payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment or distribution of such taxes to accumulated amount will be delayed until the taxing authority and not later than the end earlier of Executive’s taxable year next following death or 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 first day 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 of the Code. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the seventh month following Executive’s rights under this agreementseparation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume.

Code Section 409A. It Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Appendix I and the Employment Letter or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is the intent not subject to a substantial risk of this Agreement to either meet an exception from or to comply with the requirements forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “CodeCode Section 409A”), and any ambiguities herein will be so interpreted and this agreement will be so administered). References to a termination All payments of employment in Section 7 of this Agreement shall mean the date of a "separation from service" “nonqualified deferred compensation” (within the meaning of Code Section 409A(a)(2)(A)(i). If 409A) are intended to comply with the Executive is a “specified employee” within the meaning requirements of Code Section 409A(a)(2)(B)(i) at 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the time of earliest date on which it is permitted to be paid under Code Section 409A. In the Executive’s event that an amount becomes payable to the Executive upon termination of employment, the Company shall determine whether such payment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that any nonqualified deferred compensation subject such amounts would be paid to the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Executive, the Company agrees to promptly provide to him such information that would otherwise have been the Executive may reasonably request with regard to its determination. In the event that the Company determines that an amount payable under this Agreement as a result ofto the Executive after his termination of employment is subject to the Specified Employee Rule, and within then no distribution of such amount shall be made to the first Executive on account of his separation from service before the date which is six (6) months 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 after the date of the Executive’s his separation from service or, (or if earlier, the date of death of the Executive’s death) as and to the extent required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by Code Section 409A shall be paid to the Executive as soon as permitted by Code Section 409A without the imposition of excise taxes. Any All expense reimbursement or in-kind benefits provided under this Appendix I and the Employment Letter or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such “nonqualified deferred compensation” expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementanother benefit.

Code Section 409A. It The Award Agreement is intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the intent contrary, in the event the Award Agreement is subject to Code Section 409A, the Company may, in its sole discretion and without Participant’s prior consent, amend the Plan and/or the Award Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by the Company to (i) exempt the Plan and/or the Award Agreement from the application of this Code Section 409A, (ii) preserve the intended tax treatment of the Award Agreement to either meet an exception from or to (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein to the contrary, in no event shall the Company or any Subsidiary have any liability or obligation to any Participant or any other person in the event that the Plan or the Award Agreement is not exempt from, or compliant with, Code Section 409A. Furthermore, notwithstanding anything in this Agreement to the contrary, any Restricted Stock Units that become vested under this Agreement as of the date or at a time that is by reference to Participant’s termination as a Service Provider and that constitute an item of non-qualified deferred compensation subject to Code Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the shall not be settled unless Participant experiences a “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" ” within the meaning of Code Section 409A(a)(2)(A)(i409A (a “Separation from Service”). If the Executive ; provided that if Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time 409A as of the Executivedate of the Separation from Service (as determined according to the methodology established by the Company as in effect on the date of Participant’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result ofService Provider), and within the Restricted Stock Units shall instead be settled on the first business day that is after the earlier of (i) the date that is six (6) months 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 the Executive’s separation Separation from service or, if earlier, Service or (ii) the date of ExecutiveParticipant’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 such delayed payment is otherwise required in order to avoid tax, penalties and/or interest a prohibited distribution under Section 409A 409A(a)(2) of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for or 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 of the Code. 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 agreementsuccessor provision thereto.

Code Section 409A. It is the intent of (a) Notwithstanding anything set forth in this Agreement to either meet an exception from or the contrary, no amount payable pursuant to comply with this Agreement on account of your termination of employment which constitutes a “deferral of compensation” within the requirements meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “CodeSection 409A Regulations”), ) shall be paid unless and any ambiguities herein will be so interpreted and this agreement will be so administered. References to until you have incurred a termination of employment in Section 7 of this Agreement shall mean the date of a "“separation from service" ” within the meaning of Code the Section 409A(a)(2)(A)(i)409A Regulations. If Furthermore, to the Executive is extent that you are a “specified employee” within the meaning of Code the Section 409A(a)(2)(B)(i) at the time 409A Regulations as of the Executive’s termination date of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "your separation from service" and not by reason , no amount that constitutes a deferral of another event under Section 409A(a)(2)(A), compensation which is payable on account of your separation from service will become payable six be paid to you before the date (6the “Delayed Payment Date”) months and one (1) which is first day following of the seventh month after the date of the Executive’s your separation from service or, if earlier, the date of Executive’s deathyour death following such separation from service. Any All such “nonqualified deferred compensation” shall amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The Company intends that income provided to you pursuant to this Agreement will 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 taxation under Section 409A of the Code. The Company agrees that it provisions of this Agreement will pay, indemnify be interpreted and hold the Executive harmless for construed in favor of satisfying 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 applicable requirements of Section 409A of the Code. The Executive agrees that he However, the Company does not guarantee any particular tax effect for income provided to you pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to you, the Company will not withhold his consent under be responsible for the payment of any applicable taxes on compensation paid or provided to you pursuant to this Section 20 if Agreement. We look forward to working with you to fully enable your and our shareholders’ mutual success. Sincerely, /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx For the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.Board of Directors Accepted by: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx 12/26/07 Date of Acceptance

Code Section 409A. It is the intent Notwithstanding any other provision of this Letter Agreement, it is intended that payments and benefits under this Letter Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986or with an exemption from the applicable Code Xx. Xxxxxx X. Hartnett February 5, as amended2016 Section 409A requirements and, and any rulings and regulations promulgated thereunder (collectivelyaccordingly, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 all provisions of this Letter Agreement shall mean be construed in a manner consistent with the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, requirements for avoiding taxes and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it For purposes of this Letter Agreement, all rights to payments and benefits hereunder of deferred compensation subject to Section 409A of the Code shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. For purposes of this Letter Agreement, you will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account not be deemed to have had a termination of a violation of Section 409A. Any payment by the Company of such amount shall include employment unless there has been a “gross-upseparation from service” payment, which shall be within 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 meaning of Section 409A of the Code. The Executive agrees that he will not withhold his consent Furthermore, neither the Company nor any of its parents, subsidiaries, divisions, affiliates, directors, officers, predecessors, successors, employees, agents and attorneys shall be liable to you if any amount payable or provided hereunder is subject to any taxes, penalties or interest as a result of the application of Code Section 409A. Notwithstanding any provision of this Letter Agreement, if you are a “specified employee” (as defined in Section 409A of the Code and Treasury Regulations thereunder), then payment of any amount under this Letter Agreement that is deferred compensation subject to Section 20 if 409A of the proposed amendment does not materially adversely affect Code and the Executive’s rights under this agreementtiming of which depends upon termination of employment shall be deferred for six (6) months after termination of your employment, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made during the 409A Deferral Period, the payments that otherwise would have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum on the first day of the seventh month following the Termination Date, and the balance of the payments shall be made as otherwise scheduled.

Code Section 409A. It is This Agreement and the intent of this Agreement to either meet an exception from or Restricted Stock Units and Dividend Equivalents granted hereunder are intended to comply with Section 409A of the requirements Code in both form and operation so that the additional taxes imposed by Section 409A of the Code will not apply, and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith. For purposes of Section 409A of the Internal Revenue Code Code, each payment due with respect to the grant of 1986, as amended, Restricted Stock Units hereunder shall be considered a separate payment and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References Participant’s entitlement to a series of payments with respect to the grant of Restricted Stock Units hereunder is to be treated as an entitlement to a series of separate payments. Any payments to be made under this Agreement as a result of the Participant’s termination of employment in Section 7 shall only be made if such termination of this Agreement shall mean the date of employment constitutes a "“separation from service" ” within the meaning of Code Treasury Regulation Section 409A(a)(2)(A)(i1.409A-1(h) (“Separation from Service”). If Any provision of this Agreement to the Executive contrary notwithstanding, if the Participant is a “specified employee” within the meaning of Code Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(i) at the time as of the Executive’s termination date of employmenthis or her Separation from Service, any nonqualified deferred compensation subject payment to Code Section 409A that would otherwise have been payable be made under this Agreement as a result of, and within the first upon such Separation from Service will not be paid until six (6) months 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 after the date of the ExecutiveParticipant’s separation Separation from service Service (or, if earlier, the date of Executivethe Participant’s death). Any In such “nonqualified deferred compensation” case, any payment so delayed shall not be subject to anticipationpaid in a single lump sum on the first business day following the sixth-month anniversary of the Participant’s Separation from Service (or, alienationif earlier, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, upon the Participant’s death). None of the Company or borrowing, its Affiliates shall be liable to the extent necessary Participant for any payment made under this Agreement or with respect to avoid any Restricted Stock Unit, which is determined to result in an additional tax, penalties and/or penalty or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless nor for reporting, in good faith, any additional tax payment made under this Agreement or interest penalty payable with respect to any Restricted Stock Unit as an 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 includible 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 gross income under Section 409A of the Code. 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.(o)

Code Section 409A. It is a. To the intent extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to either meet an exception the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from or to Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 12 does not, and shall not be construed so as to, create any obligation on the part of the Internal Revenue Code Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of 1986their respective officers, as amendeddirectors or advisors be liable for any taxes, and interest or penalties imposed under Section 409A or any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and corresponding provision of state or local law. b. Any right under this agreement will be so administered. References Agreement to a termination series of employment installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in Section 7 of this Agreement Agreement, no compensation or benefits shall mean be paid to Employee during the date of a "six (6)-month period following Employee’s “separation from service" ” with the Company (within the meaning of Code Section 409A(a)(2)(A)(i)409A) 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 Executive payment of any such amounts is delayed as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time result of the Executive’s termination previous sentence, then on the first business day following the end of employment, any nonqualified deferred compensation subject to Code such six (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 Employee’s death), the Company shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise have been payable to Employee during such period (without interest). c. To the extent any reimbursements or in-kind benefits due to Employee under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from service or, if earlier, the date of Executive’s death. Any such constitute “nonqualified deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such reimbursements or in-kind benefits shall be paid or reimbursed 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 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 Employee’s right to such payments or reimbursements of any such expenses shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, liquidation or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless exchange 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 of the Code. 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 agreementother benefit.

Code Section 409A. It (a) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, any payment on account of the Executive’s separation from service that would otherwise be due hereunder and which is subject to the intent requirements of this Code Section 409A that is payable within six (6) months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, plus interest on any delayed payments at the prime rate of interest published in the Wall Street Journal effective as of the date of termination. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of his/her voluntary termination (with or without Good Reason) or his/her termination by the Company without Cause unless he/she would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). Allarity Employment Agreement_Marie Foegh_Dec. 7, 2021 15 (b) This Agreement is intended to either meet an exception be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the “Code”), and any ambiguities herein will provision shall be read in such a manner so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of that no payments due under this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months 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 the Executive’s separation from 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 extent necessary to avoid an “additional tax, penalties and/or interest under ” as defined in Section 409A 409A(a)(1)(B) of the Code. 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 For purposes of Section 409A. Any 409A, each payment by the Company of such amount shall include a “gross-up” payment, which made under this Agreement shall be treated as a separate payment. In no event may the amount required to cause Executive, directly or indirectly, designate the net amount retained by calendar year of payment. (c) All reimbursements provided under this Agreement shall be made or provided in accordance with the Executive after payment requirements of all taxesSection 409A, including taxes on including, where applicable, the “gross-up” paymentrequirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), to equal (ii) the amount of additional tax and interest penalty payable by expenses eligible for reimbursement during a calendar year may not affect the Executive expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on account or before the last day 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 calendar year next following the taxable year in which the Executive submits expense is incurred, and (iv) the respective taxes right to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the Executive, as the Company determines reimbursement is necessary not subject to liquidation 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 of the Code. 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 agreementexchange for another benefit.

Code Section 409A. It is the The intent of the parties is that payments and benefits under this Agreement to either meet an exception from or to (including all attachments, exhibits and annexes) comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder amended (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall mean be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the date contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this agreement, and no payment shall be due to Executive under this Agreement, until Executive would be considered to have incurred a "“separation from service" ” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” 409A. Any payments described in this Agreement that are due within the meaning of “short-term deferral period” as defined in Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement that constitutes deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement shall be construed as a separate identified payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in this agreement, to the extent that any payments to be made to Executive upon his or her separation from service would result ofin the imposition of any individual penalty tax imposed under Code Section 409A, and within the payment shall instead be made on the first business day after the earlier of (i) the date that is six (6) months followingfollowing such separation from service and (ii) Executive’s death. Notwithstanding anything to the contrary in this Agreement, Change in Control under the Agreement shall only be deemed to have occurred if the Change in Control constitutes a change in the ownership or effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A. To the extent that the Agreement provides for the reimbursement of specified expenses incurred by the Executive’s "separation from service" and not by reason , such reimbursement shall be made in accordance with the provisions of another the Agreement, but in no event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) later than the last day following the date of the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 authorityexpense was incurred. The Executive agrees that amount of expenses eligible for reimbursement or in-kind benefits provided by the Company may amend this agreementin any taxable year of the Executive shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). In the case of a tax gross-up payment, such payment shall be made in accordance with the consent provisions of the Agreement, but in no event later than the last day of the Executive, as ’s taxable year following the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result taxable year in additional taxation of which the Executive pursuant to the provisions of Section 409A of the Code. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect tax was remitted by the Executive’s rights under this agreement.”

Code Section 409A. It is (a) The parties intend that this Agreement and the intent benefits provided hereunder be interpreted and 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 either meet an exception 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 to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt form or otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Internal Revenue Code Company, its affiliates, nor their respective directors, officers, employees or advisers shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of 1986, as amendedcompensation or benefits paid under this Agreement, and the Company and its affiliates shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any rulings and regulations promulgated thereunder taxes pursuant to Code Section 409A or otherwise. (collectively, the “Code”), and b) Notwithstanding any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 provision of this Agreement shall mean to the date contrary, in the event that any payment to the Executive or any benefit hereunder is made upon, or as a result of a "separation from service" within the meaning Executive’s termination of Code Section 409A(a)(2)(A)(i). If employment, and the Executive is a “specified employee” within the meaning of (as that term is defined under Code Section 409A(a)(2)(B)(i409A) at the time Executive 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 409A, then no such payment or benefit shall be paid or commenced to be paid to the Executive under this Agreement until the date that is the earlier to occur of (i) the Executive’s termination of employmentdeath, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first or (ii) six (6) months following, and one (1) day following his termination of employment (the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A“Delay Period”), will become . Any payments which the Executive would otherwise have received during the Delay Period shall be payable to the Executive in a lump sum on the date that is six (6) months and one (1) day following the effective date of the termination. 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. Each payment of severance under Section 3(f) will be treated as a separate payment for purposes of Code Section 409A. (c) Any reimbursements by the Company to the Executive 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 the Executive’s separation from 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 extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. 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 his taxable year in which the Executive submits expense was incurred. The amount of any Reimbursements, and the respective taxes value of any in-kind benefits to be provided to the taxing authority. The Executive agrees under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the Company may amend this agreementapplication of Code Section 409A, with the consent during any of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement ’s taxable years will not result affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in additional taxation any other of the Executive pursuant to the provisions of Section 409A of the Codehis taxable years. The Executive agrees that he right to Reimbursements, or in-kind benefits, will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect be subject to liquidation or exchange for another benefit. Any of the Executive’s rights eligible gross-up amount required under this agreementAgreement will be paid to the Executive no later than at the end of the Executive’s taxable year following the Executive’s taxable year in which the related taxes are remitted by the Executive to the relevant taxing authority.