Common use of Code Section 409A Clause in Contracts

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 section.

Code Section 409A. If and to the extent any portion The provisions of any payment provided to the Employee under this Agreement and all payments made pursuant to this Agreement are intended to comply with, and should be interpreted so that they are consistent with, the requirements of Section 409A of the Code, and any related regulations or other applicable guidance promulgated thereunder (collectively, “Section 409A”). It is the intent of the parties hereto that all severance payments and benefits provided pursuant to this Agreement qualify as short-term deferrals, as defined in connection with Treasury Regulation §1.409A-1(a)(4), separation pay due to an involuntary separation from service under Treasury Regulation §1.409A-1(b)(9)(iii), and/or limited payments, as defined in Treasury Regulation §1.409A-1(b)(9)(v)(D)). Notwithstanding the Employee’s foregoing, if (i) it is determined that any payments or benefits provided pursuant to this Agreement that are paid upon separation from service (as defined that term is used in Section 409A) constitute deferred compensation for purposes of Section 409A of Internal Revenue Code of 1986(after taking into account the exception for short-term deferrals set forth in Treasury Regulation §1.409A-1(a)(4), the exception for separation pay due to an involuntary separation set forth in Treasury Regulation §1.409A-1(b)(9)(iii), the exception for limited payments as amended (“Code set forth in Treasury Regulation §1.409A-1(b)(9)(v)(D) and/or any other applicable exception from Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and (ii) the Employee is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i)determined under the Company’s policy for determining specified employees, as determined by on the Company in accordance with date on which the procedures separately adopted by separation from service occurs, no such payments or benefits shall be provided prior to the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one first business day after the date that is six (6) months following the Employee’s termination of separation from service employment or, if the Employee dies during such six (as determined under Code Section 409A6) or (ii) month period, on the tenth 10th first business day after the date of the Employee’s death death. The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such six (6) month period. In addition, interest will accrue at the 10-year T-xxxx rate (as applicable, in effect as of the “New Payment Date”). The shares first business day of the calendar year in which the termination of employment occurs) on all payments not paid to the Employee prior to the first business day after the six (6) month anniversary of termination of employment that otherwise would have been delivered paid during such six (6) month period had this delay provision not applied to the Employee during and shall be paid with the period between first payment after such six (6) month period. For all purposes under this Agreement, references to termination of employment, employment termination or words of similar import shall be interpreted to mean “separation from service,” as that term is used in Section 409A, and the date of Employee’s employment shall in no event be deemed to have terminated unless and until a separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery occurred for purposes 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 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 section.409A.

Code Section 409A. If It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent any portion possible, the exemptions from the application of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) is determined to provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “nonqualified deferred compensation” within the meaning of Code under Section 409A and Executive is, on the Employee is date of his or her Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Code Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), as determined by then, solely to the Company in accordance with extent necessary to avoid 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 incurrence of the shares adverse personal tax consequences under Section 409A, the timing of Dynegy’s common stock to the Severance Benefits described in Section 4(b) shall be delivered delayed as follows: on a vesting date shall not be delivered before the earlier to occur of (i) the day date that is six months plus and one day after the date of separation Executive’s Separation from service (as determined under Code Section 409A) Service or (ii) the tenth 10th day after the date of the EmployeeExecutive’s death (as applicablesuch earlier date, the “New Delayed Initial Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 the successor entity thereto, as applicable) shall have no liability pay to Executive a lump sum amount equal to the Employee or any other person applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if any provisions the commencement of or payments under the payment of the benefit had not been so delayed pursuant to this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section9(j).

Code Section 409A. If and Notwithstanding any provision of this Agreement to the extent any portion contrary, if, at the time of any payment provided to the Employee under this Agreement in connection Employee's termination of employment with the Employee’s separation from service Company, Employee is a "specified employee" (as defined in Section 409A of Internal Revenue Code the Code) and the deferral of 1986, the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as amended (“Code Section 409A”) a result of such termination of employment is determined necessary in order to constitute “nonqualified deferred compensation” within the meaning of Code prevent any accelerated or additional tax under Section 409A and of the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i)Code, as determined by then the Company in accordance with will defer 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 commencement of the shares payment of Dynegy’s common stock any such severance payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that will not and could not under any circumstances, regardless of when such termination occurs, be delivered on a vesting date shall not be delivered before paid in full by March 15 of the earlier year following Employee's termination and are in excess of the lesser of (i) two (2) times Employee's then annual compensation or (ii) two (2) times the day limit on compensation then set forth in Section 401(a)(17) of the Code and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months plus one day after following Employee's "separation of service" with the date of separation from service Company (as determined defined under Code Section 409A). If any payments are deferred due to such requirements, such amounts will be paid in a lump sum to Employee on the earliest of (a) Employee's death following the date of Employee's termination of employment with the Company or (ii) the tenth 10th day first payroll date that occurs after the date that is six (6) months following Employee's "separation of service" with the Employee’s death (Company. For these purposes, each severance payment or benefit is hereby designated as applicable, the “New Payment Date”)a separate payment or benefit and will not collectively be treated as a single payment or benefit. The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement paragraph is intended to comply with the provisions requirements of Code Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and the Plan shallto take such reasonable actions which are necessary, appropriate or desirable to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Code Section 409A if and to of 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 sectionCode.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of DynegyCompany’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th (10th) day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. If the Employee becomes Disabled and such disability does not satisfy the requirements of Code Section 409A, then the Employee’s shares shall be delivered on the original scheduled vesting date. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 section.

Code Section 409A. If The parties understand and agree that certain payments contemplated by this Agreement may be “deferred compensation” for purposes of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, any payments constituting deferred compensation required to be made upon or in respect of the Executive’s termination of employment hereunder shall not be made prior to the first day of the seventh month after the Executive’s termination of employment, to the extent any portion of any payment provided necessary to comply with Code Section 409A(2)(B)(i). The Company shall identify in writing delivered to the Employee Executive any payments it reasonably determines are subject to delay under this Section 26 and shall promptly pay any such amounts, without interest, at the conclusion of the applicable six month period (or, if later, when scheduled to be paid under the terms of the Agreement). No deferred compensation payable hereunder shall be subject to acceleration or to any change in the specified time or method of payment, except as otherwise provided under this Agreement and consistent with Code Section 409A. If any compensation or benefits provided by this Agreement may result in connection with the Employee’s separation from service (as defined in application of Section 409A of Internal Revenue Code the Code, the Company shall, in consultation and agreement with the Executive, modify this Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of such Code Section 409A and the Employee is a “specified employee” as defined or in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended order to comply with the provisions of Code Section 409A and this Agreement and 409A, other applicable provision(s) of the Plan Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions. The parties also agree that all amounts required to be paid hereunder to the Executive or his estate or beneficiaries shall, to the extent practicable, be construed in accordance therewith. Terms defined notwithstanding any other provision in this Agreement and required such amounts to be paid at a different time, be paid by no later than the Plan shall latest date by which such amounts would have the meanings given such terms to be paid in order not to be treated under Code Section 409A if and as includible in gross income for any tax year earlier than the tax year in which such payment otherwise was scheduled to be made under 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 terms 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 sectionAgreement.

Code Section 409A. If and Notwithstanding anything to the extent any portion contrary in this Agreement solely with respect to the timing of the payment of any severance payments or benefits other than payment provided on account of Executive’s termination due to the Employee under this Agreement in connection with the EmployeeExecutive’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986death, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee if Executive is a “specified employee” within the meaning of Section 409A of the Code and any regulations and guidance promulgated thereunder (“Section 409A”) at the time of Executive’s termination of employment, then to the extent any severance payments payable to Executive pursuant to this Agreement, and any other severance payments or separation benefits are a plan or part of a plan providing for the “deferral of compensation” under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment, unless Executive dies following the termination of her employment, in which case, the Deferred Compensation Separation Benefits will be paid to the personal representative of Executive’s estate (which shall be Executive’s living trust, or if there is none, her probate estate) as defined in Code Section 409A(a)(2)(B)(i)soon as practicable following her death. All subsequent Deferred Compensation Separation Benefits, as determined by the Company if any, will be payable in accordance with the procedures separately adopted by payment schedule applicable to each payment or benefit. It is the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under intent of this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions requirements of Code Section 409A so that none of the severance payments and this Agreement and the Plan shall, benefits to be provided hereunder will be subject to the extent practicableadditional tax imposed under Section 409A, and any ambiguities herein will 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 interpreted 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 sectionso comply.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a “specified employee” employee as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment, compensation or other benefit shall not be delivered 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 death (as applicable, the “New Payment Date”). The shares aggregate of any payments that otherwise would have been delivered paid to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered paid to the Employee in a lump sum on such New Payment Date, and any remaining shares payments will be delivered paid on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares 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 section.

Code Section 409A. If To the 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 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 (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 18 shall not create any obligation 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. Notwithstanding anything to the 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” to the extent any portion of any payment provided to that the Employee under this Agreement in connection with Administrator determines that the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee Participant is a “specified employee” as defined in Code (each within the meaning of Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion 409A of the shares Code) at the time of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of such separation from service and that paying such amounts at the New Payment Date shall time or times indicated in this Agreement would be delivered to a prohibited distribution under Code Section 409A(a)(2)(b)(i). If the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery payment of any such shares except to amounts is delayed as a result of the extent specifically permitted previous sentence, then on the first business day following the end of such six-month period (or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code such earlier date upon which such amount can be paid under Section 409A and this Agreement and of the Plan shall, Code without being subject 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 eventadditional taxes), the Company makes no representations or warranty and shall have no liability pay to the Employee or any other person if any provisions of or payments Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six-month period under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectionAgreement.

Code Section 409A. If and Notwithstanding any other provision of this Agreement, it is intended that any payments or benefit which is provided pursuant to the extent any portion of any payment provided to the Employee under this Agreement or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Employee’s separation from service Code shall be provided and paid in such form and at such time, including, without limitation, payment only in connection with a permissible payment event as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for noncompliance. If Employee is a “specified employee” (as defined in Section 409A of Internal Revenue the Code) and any of the Bank’s or Holding Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of 1986the 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 payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in lump sum as amended (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 “Code Section 409A”) is determined to constitute “nonqualified deferred compensationseparation from service” within the meaning of Code Section 409A and the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares Code where it is reasonably anticipated that no further services would be performed after such date or that the level of Dynegy’s common stock bona fide services Employee would perform after that date (whether as an employee or independent contractor) would permanently decrease to be delivered on a vesting date shall not be delivered before the earlier of less than fifty percent (i50%) 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 average level of bona fide services performed over the immediately preceding thirty-six (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 section36) month period.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee you under this Agreement in connection with the Employee’s your separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is you are a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employeeyou, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she you are is bound, such portion of the shares of DynegyCompany’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th (10th) day after the date of the Employee’s your death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee you during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee you on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall 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 the Employee 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 section.

Code Section 409A. If and to To the extent any portion of applicable, it is intended that this Agreement and any payment provided to the Employee under this Agreement in connection made hereunder shall comply with the Employee’s separation from service (as defined in requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Code of 1986, as amended Service (“Code 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, which amendment may be retroactive to the extent permitted by Code Section 409A. Without limiting the generality of the foregoing: (i) is for all purposes under this Agreement, reference to Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation from service” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) with the Company; and (ii) to constitute the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “nonqualified deferred deferral of compensation” within the meaning of Code Section 409A and of the Employee is Code, (x) the amount 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 “specified employee” as defined in Code Section 409A(a)(2)(B)(iplan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), as determined by the Company and (y) subject to any shorter time periods provided 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 any expense reimbursement policy of the shares Company, any reimbursement or payment of Dynegy’s common stock to an expense under such plan or arrangement must be delivered made on a vesting date shall not be delivered or before the earlier of (i) the last 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, calendar year following the “New Payment Date”). The shares that otherwise would have been delivered to calendar year in which the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 sectionexpense was incurred.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a “specified employee” employee as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment, compensation or other benefit shall not be delivered 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 (10th) day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares aggregate of any payments that otherwise would have been delivered paid to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered paid to the Employee in a lump sum on such New Payment Date, and any remaining shares payments will be delivered paid on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares 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 section.

Code Section 409A. If 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 extent 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 portion other actions as deemed appropriate by the Company to (i) exempt the Plan and/or the Award Agreement from the application of any payment provided Code Section 409A, (ii) preserve the intended tax treatment of the Award Agreement or (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein to the Employee 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 in connection with as of the Employeedate 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 shall not be settled unless Participant experiences a “separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Code Section 409A and the Employee (a “Separation from Service”); provided that if Participant is a “specified employee” as defined in within the meaning of Code Section 409A(a)(2)(B)(i), 409A as of the date of the Separation from Service (as determined according to the methodology established by the Company as in accordance with effect on the procedures separately adopted by the Company for this purpose, by which determination the Employee, date of Participant’s termination as a condition to accepting benefits under this Agreement and Service Provider), the Plan, agrees Restricted Stock Units shall instead be settled on the first business day 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 after the earlier of (i) the day date that is six months plus one day after following the date of separation the Separation from service (as determined under Code Section 409A) Service or (ii) the tenth 10th day after the date of the EmployeeParticipant’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shalldeath, to the extent practicablesuch delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, 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 sectionsuccessor provision thereto.

Code Section 409A. If 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 intended, and this Agreement will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject the Executive to the extent any portion payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment provided to the Employee under in this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) that is determined subject to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and triggered by the Employee Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in the event the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as on the date of the Executive’s termination of employment (with such status determined by the Company in accordance with the procedures separately adopted rules established by the Company for this purposein writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, if later, by which determination December 31, 2008, or in the Employeeabsence of such rules established by the Company, as a condition under the default rules for identifying specified employees under Section 409A), any payment that is subject to accepting benefits under this Agreement and the Plan, agrees that he or she is boundSection 409A, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before the paid earlier of (i) the day that is than six months plus one day after such termination of employment (if the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day Executive dies after the date of the EmployeeExecutive’s death (as applicabletermination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the “New Payment Date”Executive’s estate without regard to such six-month delay). The shares Executive acknowledges and agrees that otherwise would have been delivered the Company has made no representation to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered Executive as to the Employee on such New Payment Date, tax treatment of the compensation and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right benefits provided pursuant 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 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 sectionAgreement.

Code Section 409A. If The vesting and settlement of Performance Units awarded pursuant to this Award Agreement are intended to either qualify for the “short-term deferral” exemption from Section 409A of the Code or to comply with Section 409A of the Code, as applicable, and the provisions of this Award Agreement will be interpreted, operated, and administered 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 any portion of any payment provided the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Employee under Plan and/or this Award Agreement in connection to ensure that the Performance Units qualify for exemption from or comply with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986the Code; provided, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within however, that the meaning of Code 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 Employee Company will have no liability to the Participant or any 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 exempt or compliant or for any action taken by the Committee with respect thereto. Notwithstanding anything to the contrary in the Plan, this Award Agreement or the Grant Notice, to the extent that the Participant is a “specified employee” as defined in Code (within the meaning of the Company’s established methodology for determining “specified employees” for purposes of Section 409A(a)(2)(B)(i409A of the Code), payment or distribution of any amounts with respect to the Performance Units that are subject to Section 409A of the Code will be made as determined by soon as practicable following the first business day of the seventh month following the Participant’s “separation from service” (within the meaning of Section 409A of the Code) from the Company in accordance with the procedures separately adopted by the Company for this purposeand its Affiliates, by which determination the Employeeor, as a condition to accepting benefits under this Agreement and the Planif earlier, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the EmployeeParticipant’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 sectiondeath.

Code Section 409A. If and to In view of uncertainty surrounding the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in recently enacted Section 409A of Internal Revenue Code of 1986the Code, as amended (“Code Section 409A”) is determined to the Company believes that the Units may constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the Code, and it is the Employee intention and belief of Mattel that the Units comply in all respects with Section 409A of the Code. If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable to ensure the foregoing, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Consistent with the aim of compliance with Section 409A, the Settlement Date with respect to any Unit shall be the first to occur of (i) the scheduled vesting date of such Unit pursuant to the first sentence of Section 3, (ii) (x) if the Holder is not a “specified employee” as defined in Code (within the meaning of Section 409A(a)(2)(B)(i) of the Code) (a “Specified Employee”), as determined by the Company in accordance with date of the procedures separately adopted by Holder’s Severance, or (y) if the Company for this purpose, by which determination the Holder is a Specified Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that which is six months plus one day after the date of separation from service such Severance, (as determined under Code Section 409Aiii) or (ii) the tenth 10th day after the date of the EmployeeHolder’s death death, (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between iv) the date of separation from service 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 New Payment Date regulations thereunder). In the event that there occurs a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, the amount that shall be delivered to provided on the Employee on applicable Settlement Date (if such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery Settlement Date occurs following such Change in Control) in settlement of any Unit that vested as a result of such shares except to Change in Control shall be a cash amount that equals the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with Fair Market Value of a share of Common Stock as of the provisions date of Code Section 409A and this Agreement and such Change in Control, plus interest thereon through the Plan shall, to Settlement Date at the extent practicable, be construed federal funds rate (as reported 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 Wall Street Journal 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 information source reasonably selected by the conditions of that sectionCommittee), compounded daily.

Code Section 409A. If The intent of the parties is that payments and to the extent any portion of any payment provided to the Employee benefits under this Agreement in connection (including all attachments, exhibits and annexes) comply with the Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A”) is determined , Executive shall not be considered to constitute 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 “nonqualified deferred compensationseparation from service” from the Company within the meaning of Code Section 409A and 409A. Any payments described in this Agreement that are due within the Employee is a “specified employeeshort-term deferral period” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date 409A shall not be delivered before 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 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 in the imposition of any individual penalty tax imposed under Code Section 409A, the payment shall instead be made on the first business day after the earlier of (i) the day date that is six (6) months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of following such separation from service and the New Payment Date shall be delivered (ii) Executive’s death. Notwithstanding anything to the Employee on such New Payment Datecontrary in this Agreement, and any remaining shares will Change in Control under the Agreement shall only be delivered on their original schedule. Neither 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 nor within the Employee shall have the right to accelerate or defer the delivery meaning of any such shares except to the extent specifically permitted or required by Code Section 409A. This To the extent that the Agreement is intended to comply provides for the reimbursement of specified expenses incurred by the Executive, such reimbursement shall be made in accordance with the provisions of Code Section 409A and this Agreement and the Plan shallAgreement, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Company in 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 extent practicablecase 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 construed made in accordance therewith. Terms defined in this Agreement and with 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 the Agreement, but not to satisfy in no event later than the conditions last day of that sectionthe Executive’s taxable year following the taxable year in which the tax was remitted by the Executive.”

Code Section 409A. If To the 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 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 (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 17 shall not create any obligation 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. Notwithstanding anything to the 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” to the extent any portion of any payment provided to that the Employee under this Agreement in connection with Administrator determines that the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee Participant is a “specified employee” as defined in Code (each within the meaning of Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion 409A of the shares Code) at the time of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of such separation from service and that paying such amounts at the New Payment Date shall time or times indicated in this Agreement would be delivered to a prohibited distribution under Code Section 409A(a)(2)(b)(i). If the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery payment of any such shares except to amounts is delayed as a result of the extent specifically permitted previous sentence, then on the first business day following the end of such six-month period (or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code such earlier date upon which such amount can be paid under Section 409A and this Agreement and of the Plan shall, Code without being subject 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 eventadditional taxes), the Company makes no representations or warranty and shall have no liability pay to the Employee or any other person if any provisions of or payments Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six-month period under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectionAgreement.

Code Section 409A. If and to In view of uncertainty surrounding the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in recently enacted Section 409A of Internal Revenue Code of 1986the Code, as amended (“Code Section 409A”) is determined to the Company believes that the Units may constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the Code, and it is the Employee intention and belief of Mattel that the Units comply in all respects with Section 409A of the Code. If Mattel determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable to ensure the foregoing, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Consistent with the aim of compliance with Section 409A, the Settlement Date with respect to any Unit shall be the first to occur of (i) the scheduled vesting date of such Unit pursuant to Section 3, (ii) (x) if the Holder is not a “specified employee” as defined in Code (within the meaning of Section 409A(a)(2)(B)(i) of the Code) (a “Specified Employee”), as determined by the Company in accordance with date of the procedures separately adopted by Holder’s Severance, or (y) if the Company for this purpose, by which determination the Holder is a Specified Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that which is six months plus one day after the date of separation from service such Severance, (as determined under Code Section 409Aiii) or (ii) the tenth 10th day after the date of the EmployeeHolder’s death death, (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between iv) the date of separation from service 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 New Payment Date regulations thereunder). In the event that there occurs a Change in Control that does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, the amount that shall be delivered to provided on the Employee on applicable Settlement Date (if such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery Settlement Date occurs following such Change in Control) in settlement of any Unit that vested as a result of such shares except to Change in Control shall be a cash amount that equals the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with Fair Market Value of a share of Common Stock as of the provisions date of Code Section 409A and this Agreement and such Change in Control, plus interest thereon through the Plan shall, to Settlement Date at the extent practicable, be construed federal funds rate (as reported 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 Wall Street Journal 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 information source reasonably selected by the conditions of that sectionCommittee), compounded daily.

Code Section 409A. If 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 intended, and this Agreement will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject the Executive to the extent any portion payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment provided to the Employee under in this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) that is determined subject to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and triggered by the Employee Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in the event the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as on the date of the Executive’s termination of employment (with such status determined by the Company in accordance with the procedures separately adopted rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, in the absence of such rules established by the Company, under the default rules for this purposeidentifying specified employees under Section 409A), by which determination the Employee, as a condition any payment that is subject to accepting benefits under this Agreement and the Plan, agrees that he or she is boundSection 409A, such portion of payment (to the shares of Dynegy’s common stock extent subject to be delivered on a vesting date Section 409A) shall not be delivered before the paid earlier of (i) the day that is than six months plus one day after such termination of employment (if the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day Executive dies after the date of the EmployeeExecutive’s death (as applicabletermination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the “New Payment Date”Executive’s estate without regard to such six-month delay). The shares Executive acknowledges and agrees that otherwise would have been delivered the Company has made no representation to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered Executive as to the Employee on such New Payment Date, tax treatment of the compensation and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right benefits provided pursuant 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 that the Plan shall, Executive is solely responsible for all taxes due with respect to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement such compensation 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 sectionbenefits.

Code Section 409A. If and (a) Unless otherwise expressly provided, any payment of compensation by the Company to the extent any portion Executive for purposes of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code Code”) and the regulations promulgated thereunder (Section 409A”), whether pursuant to this Agreement or otherwise, shall be made on or before the fifteenth (15th) day of the third (3rd) month following the later of the end of the calendar year or the end of the Company’s fiscal year, in either case in which the Executive’s right to such payment vests (i.e., is determined not subject to constitute a “substantial risk of forfeiture” for purposes of Section 409A or unless delay is permitted pursuant to Section 409A. All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A 409A) by the Company to the Executive are intended to comply with the requirements of Section 409A, and this Agreement shall be interpreted consistent therewith. Neither the Employee Company nor the Executive, individually or in combination, may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. In the event that the Executive is determined to be a “specified key employee” (as defined in Section 416(i) of the Code Section 409A(a)(2)(B)(i(without regard to paragraph (5) thereof), as determined by ) of the Company in accordance or its affiliates at a time when the Company or its affiliates has stock which is deemed to be publicly-traded on an established securities market for purposes of Section 409A, payments determined to be “nonqualified deferred compensation” thereunder and payable following termination of the Executive’s employment with the procedures separately adopted by Company shall be made to the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before Executive no earlier than the earlier of (i) the last day that is six months plus one day after of the date of sixth (6th) complete calendar month following the month in which occurs the Executive’s separation from service (as determined under with the Company and its affiliates within the meaning of Code Section 409A) , or (ii) the tenth 10th day after the date of the EmployeeExecutive’s death (as applicabledeath, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply consistent with the provisions of Code Section 409A and 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule, without interest thereon. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement and if it would cause 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 payment hereunder to not be in compliance with the requirements 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 section.409A.

Code Section 409A. If The Committee shall to the extent applicable interpret and construe this Agreement to comply with Code Section 409A, and to the extent any portion 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 Code Section 409A without the Participant’s consent even if such amendment would have an adverse effect on this Agreement. To the extent required under Code Section 409A, in the case of any payment provided to Participant who is specified employee, a distribution on account of a separation from service may not be made before the Employee under this Agreement in connection with date which is six months after the Employeedate of the Participant’s separation from service (as or, if earlier, the date of the Participant’s death). For purposes of the foregoing and to the extent required by Code Section 409A with respect to an Agreement, the terms “separation from service” and “specified employee” all shall be defined in the same manner as those terms are defined for purposes of Section 409A of Internal Revenue 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 of 1986that are applicable to the Agreement as determined by the Committee. Furthermore, as amended (“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 determined 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 constitute “nonqualified 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 and the Employee 409A. Participant is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance advised to consult Participant’s tax advisor with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition respect to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion tax consequences of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 sectionhereunder.

Code Section 409A. If 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 intended, and this Agreement will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject the Executive to the extent any portion payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment provided to the Employee under in this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) that is determined subject to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and triggered by the Employee Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in the event the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as on the date of the Executive’s termination of employment (with such status determined by the Company in accordance with the procedures separately adopted rules established by the Company for this purposein writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, if later, by which determination December 31, 2008, or in the Employeeabsence of such rules established by the Company, as a condition under the default rules for identifying specified employees under Section 409A), any payment that is subject to accepting benefits under this Agreement and the Plan, agrees that he or she is boundSection 409A, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before the paid earlier of (i) the day that is than six months plus one day after such termination of employment (if the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day Executive dies after the date of the EmployeeExecutive’s death (as applicabletermination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the “New Payment Date”Executive’s estate without regard to such six-month delay). The shares Executive acknowledges and agrees that otherwise would have been delivered the Company has made no representation to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered Executive as to the Employee on such New Payment Date, tax treatment of the compensation and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right benefits provided pursuant 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 that the Plan shall, Executive is solely responsible for all taxes due with respect to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement such compensation 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 sectionbenefits.

Code Section 409A. If and (a) Anything in this Agreement to the extent any portion contrary notwithstanding, if at the time of any payment provided to the Employee under this Agreement in connection with the EmployeeEMPLOYEE’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the Employee EMPLOYEE is a “specified employee” as defined in Code within the meaning of Section 409A(a)(2)(B)(i)) of the IRC, as determined by then to the Company in accordance with extent any payment or benefit that the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition EMPLOYEE becomes entitled to accepting benefits under this Agreement and on account of the Plan, agrees that he or she is boundEMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before payable and such benefit shall not be provided until the date that is the earlier of (i) the day that is six months plus 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 paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicableoccurs, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the from such date of separation from service and until the New Payment Date shall be delivered payment. To the extent that the foregoing applies to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery provision of any such shares except ongoing medical benefits to the extent specifically permitted or EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by Code Section 409A. This Agreement is intended to comply with the provisions EMPLOYEE, the EMPLOYEE shall pay the full costs of Code Section 409A premiums for such medical benefits during the six-month period and this Agreement and TBOP shall pay the Plan shall, EMPLOYEE an amount equal to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and amount of such premiums paid by the Plan shall have EMPLOYEE during the meanings given six-month period within ten (10) days after the conclusion of 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 sectionperiod.

Code Section 409A. If and (a) Anything in this Agreement to the extent any portion contrary notwithstanding, if at the time of any payment provided to the Employee under this Agreement in connection with the EmployeeEMPLOYEE’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the Code, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the Employee EMPLOYEE is a “specified employee” as defined in Code within the meaning of Section 409A(a)(2)(B)(i)) of the Code, as determined by then to the Company in accordance with extent any payment or benefit that the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition EMPLOYEE becomes entitled to accepting benefits under this Agreement and on account of the Plan, agrees that he or she is boundEMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before payable and such benefit shall not be provided until the date that is the earlier of (i) the day that is six months plus 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 paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicableoccurs, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the from such date of separation from service and until the New Payment Date shall be delivered payment. To the extent that the foregoing applies to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery provision of any such shares except ongoing medical benefits to the extent specifically permitted or EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by Code Section 409A. This Agreement is intended to comply with the provisions EMPLOYEE, the EMPLOYEE shall pay the full costs of Code Section 409A premiums for such medical benefits during the six-month period and this Agreement and TBOP shall pay the Plan shall, EMPLOYEE an amount equal to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and amount of such premiums paid by the Plan shall have EMPLOYEE during the meanings given six-month period within ten (10) days after the conclusion of 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 sectionperiod.

Code Section 409A. If To the extent applicable, and notwithstanding anything herein to the extent contrary, this Agreement and the Awards granted hereunder shall be interpreted in accordance with Section 409A of the Code and U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any portion of any payment provided such regulations or other guidance that may be issued after the Effective Date. Notwithstanding anything herein to the Employee under this Agreement in connection with contrary, (i) if the Employee’s separation from service Participant is a “specified employee” (as defined in Section 409A of Internal Revenue the Code), Shares deliverable or amounts otherwise payable hereunder as a result of the Participant’s Termination shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code and (ii) each delivery of 1986Shares or payment in a series of deliveries or payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. 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 may be imposed on the Participant as amended a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (“Code other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A”) is determined to constitute 409A of the Code). To the extent that any Award constitutes “nonqualified deferred compensation” within the meaning for purposes of Code Section 409A and the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares Code, any settlement of Dynegythe Award otherwise scheduled to occur prior to the sixtieth (60th) day following the Participant’s common stock to be delivered on a vesting date Termination hereunder, but for the Release Condition, shall not be delivered before made until the earlier of sixtieth (i60th) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 sectionday.

Code Section 409A. If This Restricted Stock Unit is intended to be excepted from coverage under, or compliant with, the provisions of Section 409A of the Code, and the regulations and other guidance promulgated thereunder (“409A”). 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 any portion of such provision cannot be so administered, interpreted or construed). If any payment provided or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, the Participant agrees that the Company may, without the consent of the Participant, modify this Agreement to the Employee under this Agreement extent and in connection with the Employee’s separation manner the Company deems necessary or advisable in order either to preclude any such payment or benefit from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (being deemed “Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and or to provide such payments or benefits in a manner that complies with the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(iprovisions of 409A such that they will not 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after Participant shall be a specified employee (within the date meaning of separation 409A and using the identification methodology selected by the Company from service (as determined under Code Section 409Atime to time) or and (ii) the tenth 10th 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 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date, but shall instead settle it, without interest, on the first business day after the date of the Employee’s death (as applicable, month after such six-month period. Notwithstanding the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 eventforegoing, the Company makes no representations or warranty 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 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 sectionremain solely responsible.

Code Section 409A. It is the parties’ intention that payments under this ARTICLE 4 will be exempt from the requirements of 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 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 may be accelerated or delayed only if and to the extent otherwise permitted under Section 409A. All payments to be made under the Agreement upon a termination of employment may only be made upon a “separation of service” as defined under Section 409A and any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s “separation from service (service” shall be treated as defined in Section 409A a termination of Internal Revenue Code employment. If the provision of 1986, as amended (“Code Section 409A”) a benefit or a payment is determined to constitute “nonqualified deferred compensation” within the meaning of Code be subject to Section 409A and the 409A, then, if Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by within the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion meaning of the shares Treasury Regulations issued pursuant to Section 409A as of DynegyEmployee’s common stock to be delivered on date of termination, no amount that constitutes a vesting date shall not be delivered before the earlier deferral of (i) the day compensation 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 payable on account of the Employee’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 Employee’s death (as applicable, the “New Payment Datedelayed payment date”). The shares All such 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 entitled to any payments or benefits otherwise would have been delivered conditioned on the release, and (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, any payments required to be made to the Employee during that are conditioned on the period between release (and would otherwise be made in the earlier of such taxable years) shall be made in the later taxable year. Any payments that are delayed pursuant to this Section (ii) shall be paid in a lump sum on the latest of the date of separation from service the Employee executes and does not revoke the release (and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 eventapplicable revocation period has expired), the Company makes no representations first business day in such later taxable year, or warranty and shall have no liability to the Employee or any other person if any provisions date payment is otherwise due under the terms 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 sectionAgreement.

Code Section 409A. If Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any portion benefit under this Agreement, it is the general intention of any payment provided the Company that such benefits will, to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986extent practicable, as amended (“comply with, or be exempt from, Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shallwill, to the extent practicable, be construed in accordance therewith. Terms Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals 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” (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six (6)-month delay rule, all payments that would have been made to Executive during the six (6) 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 (7th) month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement and Agreement. For the Plan shall have purposes herein, the meanings given such terms phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not to comply with Code Section 409A. In any event409A, then neither the Company, the Company makes no representations Board, the Committee nor its or warranty and shall have no liability their designees or agents will be liable to the Employee any participant or any other person if any provisions of for actions, decisions or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectiondeterminations made in good faith.

Code Section 409A. If The parties hereto intend that the payments and to the extent any portion of any payment benefits provided to the Employee under in this Agreement in connection with the Employee’s separation either will be exempt from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code Section 409ACode”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code ), or be provided in a manner that complies with Section 409A of the Code and any ambiguity herein shall be interpreted so as to be consistent with the Employee intent of this paragraph. Further, if Executive is a “specified employee” (as such term is defined under Section 409A of the Code) at the time of a termination of employment and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in Code order to prevent any accelerated recognition of income or additional tax under Section 409A(a)(2)(B)(i409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) until the date that is at least six (6) months following Executive’s termination of employment with the Company (or the earlier date of Executive’s death), as determined by whereupon the Company in accordance with will promptly pay Executive a lump-sum amount equal to the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition cumulative amounts that would have otherwise been previously paid to accepting benefits Executive under this Agreement and during the Planperiod in which such payments or benefits were deferred. In addition, agrees if following the date hereof, the Company or Executive reasonably determines that he any amounts or she is bound, such portion benefits payable under this Agreement may be subject to Section 409A of the shares of Dynegy’s common stock Code, the Company and Executive shall work together to be delivered on a vesting date shall not be delivered before the earlier of adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the day that is six months plus one day after compensation and benefits payable under this Agreement from Section 409A of the date of separation from service (as determined under Code Section 409A) or and/or (ii) preserve the tenth 10th day after the date intended tax treatment of the Employee’s death compensation and benefits provided with respect to this Agreement or (as applicable, iii) comply with the “New Payment Date”)requirements of Section 409A of the Code and related Department of Treasury guidance. The shares that otherwise would have been delivered Notwithstanding anything contained herein to the Employee during the period between the date of separation from service and the New Payment Date contrary, in no event whatsoever shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A of the Employee shall have the right to accelerate Code, or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended damages for failing to comply with the provisions of Code Section 409A and this Agreement and of 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 sectionCode.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee (a) The payments under this Agreement in connection are intended to either comply with the Employee’s separation or be exempt from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”) ), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the extent and in the manner necessary to be in compliance with such requirements of the Code Section 409A and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is determined intended to constitute “nonqualified deferred compensation” within the meaning be treated as one of a series of separate payment for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Notwithstanding anything in this Agreement to the contrary, to the extent Employee is considered a “specified employee” (as defined in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six (6) month period beginning on the Termination Date that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will not be made to Employee until the earlier of the six (6) month anniversary of Employee’s Termination Date or Employee’s death and will be accumulated and paid on the first day of the seventh (7th) month following the Termination Date (or, if earlier within 30 days following Employee’s death). The Company does not guarantee that any payments made in connection with the Agreement will satisfy all applicable provisions of Code Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Employee’s “separation from service” as defined in Code Section 409A(a)(2)(B)(i)409A, as determined by the Company and shall be interpreted and applied in accordance a manner that is consistent with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions requirements 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 section.409A.

Code Section 409A. If and (a) Anything in this Agreement to the extent any portion contrary notwithstanding, if at the time of any payment provided to the Employee under this Agreement in connection with the Employee’s EMPLOYEE’S separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the Employee EMPLOYEE is a “specified employee” as defined in Code within the meaning of Section 409A(a)(2)(B)(i)) of the IRC, as determined by then to the Company in accordance with extent any payment or benefit that the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition EMPLOYEE becomes entitled to accepting benefits under this Agreement and on account of the Plan, agrees that he or she is boundEMPLOYEE’S separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before payable and such benefit shall not be provided until the date that is the earlier of (i) the day that is six months plus 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 paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicableoccurs, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the from such date of separation from service and until the New Payment Date shall be delivered payment. To the extent that the foregoing applies to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery provision of any such shares except ongoing medical benefits to the extent specifically permitted or EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by Code Section 409A. This Agreement is intended to comply with the provisions EMPLOYEE, the EMPLOYEE shall pay the full costs of Code Section 409A premiums for such medical benefits during the six-month period and this Agreement and TBOP shall pay the Plan shall, EMPLOYEE an amount equal to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and amount of such premiums paid by the Plan shall have EMPLOYEE during the meanings given six-month period within ten (10) days after the conclusion of 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 sectionperiod.

Code Section 409A. If This Agreement may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to 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. Nothing in the Agreement shall provide a basis for any person to take action against the Company or any Subsidiary based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid under the Cash Awards granted hereunder, and neither the Company nor any of its Subsidiaries shall under any circumstances have any liability to any participant or his 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 409A of the Code. Anything in this Agreement to the extent any portion of any contrary notwithstanding, no payment provided to the Employee under this Agreement in connection that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of a Participant’s termination of employment with the EmployeeCompany shall be made to the Participant unless the Participant’s termination of employment constitutes a “separation from service” (within the meaning of Section 409A of the Code and any the regulations or other guidance thereunder). In addition, no such payment or distribution shall be made to the Participant prior to the earlier of (a) the expiration of the six-month period measured from the date of the Participant’s separation from service or (as defined in Section 409A b) the date of Internal Revenue Code the Participant’s death, if the Participant is deemed at the time of 1986, as amended (“Code Section 409A”) is determined such separation from service to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is be a “specified employee” as defined in Code (within the meaning of Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion 409A of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate regulations 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 other guidance thereunder) and to the extent such delayed commencement is otherwise required in order to comply with avoid a prohibited distribution under Section 409A of the Code Section 409A. In and any event, the Company makes no representations regulations or warranty and shall have no liability other guidance thereunder. All payments which had been delayed pursuant to the Employee or any other person immediately preceding sentence shall be paid to the Participant in a lump sum upon expiration of such six-month period (or, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy earlier, upon the conditions of that sectionParticipant’s death).

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code and the rules and regulations promulgated thereunder (collectively, “Code Section 409A 409A”), and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Code Section 409A, this Agreement shall be read to conform with the requirements of Code Section 409A, and the Company may, in its sole discretion, amend or replace this Agreement to cause this Agreement to comply with Code Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any consideration provided under this Agreement except to the extent specifically permitted or required by Code Section 409A. 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 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 Code Section 409. In the event a payment under this Agreement is made within six (6) months following the date of Executive’s separation from service (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 sectionan 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 Executive’s death.

Code Section 409A. If Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any portion benefit under this Agreement, it is the general intention of any payment provided the Company that such benefits will, to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986extent practicable, as amended (“comply with, or be exempt from, Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shallwill, to the extent practicable, be construed in accordance therewith. Terms Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals 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” (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six (6)-month delay rule, all payments that would have been made to the Executive during the six (6) months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to the 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 and Agreement. For the Plan shall have purposes herein, the meanings given such terms phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder will be deemed not to comply with Code Section 409A. In any event409A, then neither the Company, the Company makes no representations Board, the Committee nor its or warranty and shall have no liability their designees or agents will be liable to the Employee any participant or any other person if any provisions of for actions, decisions or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectiondeterminations made in good faith.

Code Section 409A. If and Payments made pursuant to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock are intended to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation exempt from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in Company determines that any payments under this Agreement and the Plan shall have the meanings given such terms under are subject to Code Performance-Vested Restricted Stock Unit Agreement (2017) Section 409A if and this Agreement fails to comply with that section’s requirements, the extent required Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. In To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any eventUnits not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company makes no representations does not represent or warranty warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no liability obligation to indemnify or otherwise protect the Employee or from the obligation to pay any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject taxes pursuant to Code Section 409A but not to satisfy the conditions of that section.409A.

Code Section 409A. If and to If, as of the extent any portion of any payment provided to the Employee under this Agreement in connection with the EmployeeSeparation Date, (a) Company’s separation from service common stock is publicly traded (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“determined under Code Section 409A”), (b) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A), and (c) any portion of the severance pay due Employee under Sections 3.2.2, 3.2.3 (and, if applicable, paragraph (A) of Section 3.2.4) would exceed the sum of all applicable exclusions as determined pursuant to Code Section 409A (and all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A), then payment of the excess amount that is deferred compensation under Code Section 409A shall be delayed until the first regular payroll date of Company following the six month anniversary of Employee’s Separation Date (or (ii) the tenth 10th day after the date of his death, if earlier than that anniversary), and shall include a lump sum equal to the Employee’s death aggregate amounts that Employee would have received had payment of this excess amount commenced as provided in Sections 3.2.2, 3.2.3 (and, if applicable, paragraph (A) of Section 3.2.4) after the Separation Date. If Employee continues to perform any services for Company (as applicablean employee or otherwise) after the Separation Date, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the such six month period between shall be measured from the date of Employee’s “separation from service and the New Payment Date shall be delivered service” as defined pursuant to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended In addition to comply with the provisions of Code Section 409A and this Agreement and the Plan shallforegoing, 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 that any event, the Company makes no representations or warranty and shall have no liability to the Employee or any other person if any provisions payment of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy is contingent upon the conditions execution of a written release, if the designated period for executing a written release spans two of the Employee’s tax years, the payment will be paid in the second tax year. The Company and Employee intend that sectionany termination of employment under this Agreement shall constitute and have the same meaning as “separation from service” as that phrase is defined under Code Section 409A and any Separation Date shall be treated as occurring only upon a “separation from service.”

Code Section 409A. If Notwithstanding any other provision in the Agreement to the contrary, if and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in that Section 409A of the Internal Revenue Code of 1986, as amended 1986 (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purposeamended, by which determination the Employee, as a condition is deemed to accepting benefits apply to any benefit under this Agreement and Agreement, it is the Plan, agrees that he or she is bound, such portion general intention of the shares of Dynegy’s common stock Bank that such benefits shall, to the extent practicable, comply with, or be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under exempt from. Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Bank (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments that would have been made to the 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 the 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 and Agreement. For the Plan shall have purposes herein, the meanings given such terms phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit hereunder shall be deemed not to comply with Code Section 409A. In any event409A, then neither the Bank, the Company makes no representations Board, the Compensation Committee nor its or warranty and their designees or agents shall have no liability be liable to the Employee any participant or any other person if any provisions of for actions, decisions or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectiondeterminations made in good faith.

Code Section 409A. If and (a) Anything in this Agreement to the extent any portion contrary notwithstanding, if at the time of any payment provided to the Employee under this Agreement in connection with the Employee’s EMPLOYEE’S separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the Code, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the Employee EMPLOYEE is a “specified employee” as defined in Code within the meaning of Section 409A(a)(2)(B)(i)) of the Code, as determined by then to the Company in accordance with extent any payment or benefit that the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition EMPLOYEE becomes entitled to accepting benefits under this Agreement and on account of the Plan, agrees that he or she is boundEMPLOYEE’S separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B) (i) of the IRC, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before payable and such benefit shall not be provided until the date that is the earlier of (i) the day that is six months plus 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 paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicableoccurs, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the from such date of separation from service and until the New Payment Date shall be delivered payment. To the extent that the foregoing applies to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery provision of any such shares except ongoing medical benefits to the extent specifically permitted or EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by Code Section 409A. This Agreement is intended to comply with the provisions EMPLOYEE, the EMPLOYEE shall pay the full costs of Code Section 409A premiums for such medical benefits during the six-month period and this Agreement and TBOP shall pay the Plan shall, EMPLOYEE an amount equal to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and amount of such premiums paid by the Plan shall have EMPLOYEE during the meanings given six-month period within ten (10) days after the conclusion of 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 sectionperiod.

Code Section 409A. If This Agreement is intended to comply with Code Section 409A and to the extent any portion interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. This Agreement shall be construed and interpreted with such intent. Each payment under Section 5 of any payment provided to the Employee under this Agreement in connection with or any Benefit Plan is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treasury Regulation § 1.409A-2(b)(2)(iii). Any payment under Section 5 that is subject to Code Section 409A will not be made before the Employee’s separation from service date that is six (6) months after the Termination Date or, if earlier, the date of your death (the “Six-Month Delay Rule”) if you are a Specified Employee (as defined in below) as of your termination of employment. Payments to which you otherwise would be entitled during the first six months following your termination of employment (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following your termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent permitted under Code Section 409A and Treasury Regulation § 1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the Six-Month Delay and as soon as practicable after satisfaction of Internal Revenue Code Section 13 of 1986this Agreement, as amended Silvercrest will pay you an amount equal to the lesser of (“A) the total severance scheduled to be provided under Section 5 above, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 409A”401(a)(17) is determined for the year in which Your termination of employment occurs, and (2) the sum of your annualized compensation based upon the annual rate of pay for services provided to constitute Silvercrest for the taxable year of preceding the taxable year in which your termination of employment occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to you by Silvercrest under Section 10 above. For purposes of this Agreement, the term “nonqualified deferred compensationSpecified Employee” has the meaning given to that term in Code Section 409A and Treasury Regulation § 1.409A-1(i) (or other similar or successor provisions). Silvercrest’s “specified employee identification date” (as described in Treasury Regulation § 1.409A-1(i)(3) or any similar or successor provisions) will be December 31 of each year, and Silvercrest’s “specified employee effective date” (as described in Treasury Regulation § 1.409A-1(i)(4) or any similar or successor provisions) will be April 1 of each succeeding year. For purposes of this Agreement, your employment with Silvercrest and its affiliates shall be deemed to be terminated when you have a “separation from service” within the meaning of Code Section 409A 409A, and the Employee is a “specified employee” as defined references in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Termination Date shall be delivered deemed to the Employee on refer to such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 sectiona separation from service.

Code Section 409A. If This Award is intended to be exempt from or comply with Code Section 409A (or any successor provision of the Code), and shall be interpreted and construed accordingly and each payment hereunder shall be considered a separate payment for such purpose. To the extent this Agreement provides for the Award to become vested and be settled upon the Participant’s termination of employment, the underlying Shares shall be transferred to the extent any portion of any payment provided to Participant or his or her beneficiary upon the Employee under this Agreement in connection with the EmployeeParticipant’s “separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensationservice,” within the meaning of Code Section 409A (or any successor provision of the Code). Notwithstanding any other provision in this Award, to the extent any payments hereunder constitute nonqualified deferred compensation, within the meaning of Code Section 409A (or any successor provision of the Code), then (a) each such payment which is conditioned upon Participant’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 Employee later of the two taxable years and (b) if Participant is a “specified employee” as defined in (within the meaning of Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he 409A (or she is bound, such portion any successor provision of the shares Code)) as of Dynegythe date of Participant’s common stock separation from service, each such payment that is payable upon Participant’s separation from service and would have been paid prior to the six-month anniversary of Participant’s separation from service, shall be delivered on a vesting date shall not be delivered before delayed until the earlier to occur of (i) the first day that is six months plus one day after of the date of seventh month following Participant’s separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the EmployeeParticipant’s death (as applicable, the “New Payment Date”)death. The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, Although this Section 25 and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is payments provided hereunder are intended to be exempt from or to otherwise comply with the provisions requirements of Code Section 409A and (or any successor provision of the Code), Tupperware does not represent or warrant that this Agreement and Section 25 or 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 payments provided hereunder will comply with Code Section 409A. In 409A (or any eventsuccessor provision of the Code) or any other provisions of federal, state, local, or non-U.S. law. Neither Tupperware, nor the Company makes no representations Employer nor any Subsidiary or warranty affiliate of Tupperware nor their respective directors, officers, employees or advisers shall be liable to the Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant may owe as a result of compensation paid under this Agreement, and Tupperware, its Subsidiaries and the Employer shall have no liability obligation to indemnify or otherwise protect the Employee or Participant from the obligation to pay any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject taxes pursuant to Code Section 409A but not to satisfy (or any successor provision of the Code). The parties confirm this Agreement effective as of the Date of Grant and have executed it on the date it was accepted online. Tupperware Brands Corporation Xxxxx X. Xxxxxxx Executive Vice President, Chief Legal Officer and Secretary [Appendix of special terms and conditions of that section.follows] APPENDIX OF SPECIAL TERMS AND CONDITIONS FOR TUPPERWARE BRANDS CORPORATION 2016 INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT

Code Section 409A. If and to the extent any portion of any payment provided to the Employee you under this Agreement in connection with the Employee’s your separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is you are a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employeeyou, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she you are is bound, such portion of the shares of DynegyCompany’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th (10th) day after the date of the Employee’s your death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee you during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee you on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall 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 the Employee 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 section.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee Director under this Agreement in connection with the EmployeeDirector’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee Director is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the EmployeeDirector, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the EmployeeDirector’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee Director during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee Director on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee Director 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 Employee Director 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 section.

Code Section 409A. If 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 extent 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 portion other actions as deemed appropriate by the Company to (i) exempt the Plan and/or the Award Agreement from the application of any payment provided Code Section 409A, (ii) preserve the intended tax treatment of the Award Agreement or (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein to the Employee 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 in connection with as of the Employeedate 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 shall not be settled unless Participant experiences a “separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Code Section 409A and the Employee (a “Separation from Service”); provided that if Participant is a “specified employee” as defined in within the meaning of Code Section 409A(a)(2)(B)(i), 409A as of the date of the Separation from Service (as determined according to the methodology established by the Company as in accordance with effect on the procedures separately adopted by the Company for this purpose, by which determination the Employee, date of Participant’s termination as a condition to accepting benefits under this Agreement and Service Provider), the Plan, agrees Restricted Stock Units shall instead be settled on the first business day 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 after the earlier of (i) the day date that is six months plus one day after following the date of separation the Separation from service (as determined under Code Section 409A) Service or (ii) the tenth 10th day after the date of the EmployeeParticipant’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shalldeath, to the extent practicablesuch delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, 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 sectionsuccessor provision thereto.

Code Section 409A. If To the extent applicable and notwithstanding any other provision of this Plan, this Plan and Awards hereunder shall be administered, operated and interpreted in accordance with Code Section 409A 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 date on which the Board approves the Plan; provided that in the event that the Company determines that any amounts payable hereunder may be taxable to a Grantee under Code Section 409A and related Department of Treasury guidance prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) direct the Committee to adopt such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) to the extent any portion of any payment provided allowed by applicable law, take such other actions as the Company determines necessary or appropriate to comply with or exempt the Employee under this Agreement in connection with Plan and/or Awards from the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning requirements of Code Section 409A and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the Employee date on which the Board approves the Plan. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded, and if a Grantee holding a Deferred Compensation Award is a “specified employee” for purposes of Code Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition 409A without regard to accepting benefits under this Agreement and the Plan, agrees that he alternative definitions thereunder) will be issued 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 paid before the earlier of (i) the day date that is six (6) months plus one day after following the date of such Xxxxxxx’s “separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after service” or, if earlier, the date of the EmployeeGrantee’s death (as applicabledeath, the “New Payment Date”). The shares unless such distribution or payment can be made in a manner that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Datecomplies with Code Section 409A, and any remaining shares amounts so deferred will be delivered paid in a lump sum on their the day after such six (6) month period elapses, with the balance, if any, paid thereafter on the original schedule. Neither The Company and its Subsidiaries make no guarantees to any Person regarding the Company nor tax treatment of Awards or payments made under the Employee shall have Plan, and, notwithstanding the right to accelerate above provisions and any agreement or defer the delivery of any such shares except understanding to the extent specifically permitted contrary, if any Award, payments or required by Code Section 409A. This Agreement is intended other amounts due to comply with a Grantee (or his or her Beneficiaries, as applicable) hereunder results in, or causes in any manner, the provisions application of Code Section 409A and this Agreement and the Plan shallan accelerated or additional tax, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms a fine or a penalty under Code Section 409A if or otherwise to be imposed, then the Grantee (or his or her beneficiaries, as applicable) shall be solely liable for the payment of, and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and its Subsidiaries shall have no obligation or liability to pay or reimburse (either directly or otherwise) the Employee Grantee (or his or her beneficiaries, as applicable) for, any other person if any provisions of such additional taxes, fines or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectionpenalties.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code and the rules and regulations promulgated thereunder (collectively, “Code Section 409A 409A”), and this Agreement and the Plan Program shall, to the extent practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Code Section 409A, this Agreement shall be read to conform with the requirements of Code Section 409A, and the Company may, in its sole discretion, amend or replace this Agreement to cause this Agreement to comply with Code Section 409A. Neither the Company nor Participant shall have the right to accelerate or defer the delivery of any consideration provided under this Agreement except to the extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement and the Plan Program 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 Participant 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 section.. In the event a payment under this Agreement is made within six (6) months following the date of Participant’s separation from service (within the meaning of Code Section 409A), the following additional payment timing rule shall apply: (i) if Participant 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 (ii) the Company shall make a good faith determination that an amount payable to Participant 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 Participant’s death. EXHIBIT 10.1

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the PlanAgreement, agrees that he or she is bound, such portion of the shares of DynegyCompany’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th (10th) day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 section.

Code Section 409A. If and This Agreement, to the extent any portion it provides for payments to or on behalf of any payment provided to the Employee under that are subject to Code section 409A, is intended to comply with Code section 409A and all applicable regulations and other generally applicable guidance issued thereunder. The Company reserves the right to modify or amend this Agreement in connection its discretion with or without the Employee’s separation from service (as defined in Section 409A consent of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a “specified employee” to the extent necessary for the Agreement to comply with Code section 409A; provided, however, any such modification shall conform as defined in Code Section 409A(a)(2)(B)(i), close as determined by possible to the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement original intent and the Plan, agrees that he or she is bound, such portion economics of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original scheduleAgreement. Neither the Company nor the Employee shall have the right take any action to accelerate or defer delay the delivery payment of any such shares except to monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the extent specifically permitted Code (including any transition or required by grandfather rules thereunder). The termination of the Employee's employment as of the Separation Date shall constitute a "separation from service" within the meaning of Section 409A of the Code. If at the time of the Employee's separation from service the Employee is a "specified employee" within the meaning of Code Section 409A. This Agreement is intended to comply with 409A(a)(2)(B)(i), any amount or benefits that the provisions constitutes "nonqualified deferred compensation" within the meaning of Code Section 409A and this Agreement and the Plan shall, that becomes payable to the extent practicableEmployee on account of the Employee's Separation from Service will not be paid until after the earlier of (i) the first business day of the seventh (7th) month following the Employee's separation from service, be construed in accordance therewith. Terms defined in this Agreement and or (ii) the Plan shall have date of the meanings given such terms under Code Section Employee's death (the "409A if and Suspension Period"), to the extent required to comply with Code Section 409A. In any event409A of the Code. After the end of the 409A Suspension Period, the Employee shall be paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to the Employee) and benefits that the Company makes would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the Employee shall receive any remaining payments and benefits due under this Agreement as applicable (as if there had not been any 409A Suspension Period beforehand). To the extent not otherwise specified in this Agreement, all (i) reimbursements and (ii) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement); the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; the reimbursement of an eligible expense will be made no representations later than the last day of the calendar year following the year in which the expense is incurred; and the right to reimbursement or warranty and shall have in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, however, in no liability event will the Company be liable to the Employee if this Agreement or any other person if any provisions of compensation payable hereunder fails to be exempt from or payments under this Agreement are determined to constitute deferred compensation subject to Code comply with Section 409A but not to satisfy of the conditions Code. The Employee acknowledges that he understands the above agreement includes the release of all claims as stated above. He understands that section.he is waiving unknown claims and he is doing so intentionally. XXXXXXXXXXX X. XXXXX /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx November 4, 2022 Date INVESTAR HOLDING CORPORATION /s/ Xxxx X. X’Xxxxxx Name: Xxxx X. X’Xxxxxx Title: President and Chief Executive Officer November 4, 2022 Date INVESTAR BANK, NATIONAL ASSOCIATION /s/ Xxxx X. X’Xxxxxx Name: Xxxx X. X’Xxxxxx Title: President and Chief Executive Officer November 4, 2022 Date

Code Section 409A. If and (a) Anything in this Agreement to the extent any portion contrary notwithstanding, if at the time of any payment provided to the Employee under this Agreement in connection with the Employee’s EMPLOYEE’S separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the Employee EMPLOYEE is a “specified employee” as defined in Code within the meaning of Section 409A(a)(2)(B)(i)) of the IRC, as determined by then to the Company in accordance with extent any payment or benefit that the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition EMPLOYEE becomes entitled to accepting benefits under this Agreement and on account of the Plan, agrees that he or she is boundEMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before payable and such benefit shall not be provided until the date that is the earlier of (i) the day that is six months plus 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 paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicableoccurs, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the from such date of separation from service and until the New Payment Date shall be delivered payment. To the extent that the foregoing applies to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery provision of any such shares except ongoing medical benefits to the extent specifically permitted or EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by Code Section 409A. This Agreement is intended to comply with the provisions EMPLOYEE, the EMPLOYEE shall pay the full costs of Code Section 409A premiums for such medical benefits during the six-month period and this Agreement and TBOP shall pay the Plan shall, EMPLOYEE an amount equal to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and amount of such premiums paid by the Plan shall have EMPLOYEE during the meanings given six-month period within ten (10) days after the conclusion of 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 sectionperiod.

Code Section 409A. If and The Company intends to the extent any portion of any payment provided to the Employee under this Agreement in connection comply with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined , or an exemption to Code Section 409A, with regard to Awards hereunder that constitute “nonqualified deferred compensation” compensation within the meaning of Code Section 409A. To the extent that the Company determines that a Grantee would be subject to the additional twenty percent (20%) tax imposed on certain nonqualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of any Award granted under the Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board. Notwithstanding any other provision of the Plan or an Award Agreement to the contrary, if at the time of payment or settlement of an Award, a Grantee is a specified employee (within the meaning of Code Section 409A and using the Employee identification methodology selected by the Company, from time to time), and the Company makes a good faith determination that an amount payable to such a Grantee constitutes nonqualified deferred compensation (within the meaning of Code Section 409A) the payment of which is a “specified employee” as defined required to be delayed pursuant to the six (6) month delay rule set forth in Code Section 409A(a)(2)(B)(i), as determined by the Company 409A in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition order to accepting benefits under this Agreement and the Plan, agrees that he avoid taxes or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined penalties under Code Section 409A) or (ii) , then the tenth 10th Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after the date of the Employeesuch six (6) month period (or upon Gxxxxxx’s death (as applicabledeath, the “New Payment Date”if earlier). The shares that otherwise would have been delivered Notwithstanding anything to the Employee during contrary in the period between the date of separation from service and the New Payment Date Plan or an Award Agreement, in no event shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right or an Affiliate be required to accelerate or defer the delivery of indemnify a Grantee for any such shares except to the extent specifically permitted or required taxes imposed by Code Section 409A. This Agreement is intended to comply with the provisions * * * To record adoption of Code Section 409A and this Agreement and the Plan shallby the Board as of March 4, to the extent practicable2021, be construed in accordance therewith. Terms defined in this Agreement and approval of the Plan shall have by the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any eventshareholders on May 4, 2021, the Company makes no representations or warranty has caused its authorized officer to execute the Plan. QTS REALTY TRUST, INC. /s/ Mxxx X. Xxxxxxx By: Mxxx X. Xxxxxxx Title: Secretary, Vice President 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 section.General Counsel

Code Section 409A. If Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any portion benefit under this Agreement, it is the general intention of any payment provided the Corporation that such benefits shall, to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986extent practicable, as amended (“comply with, or be exempt from, Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and the Employee is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to the Employee upon a separation from service may not be made before the date that is six months after the Employee’s separation from service (or death, if earlier). To the extent that the Employee becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Employee during the six months following his separation from service, if any, will be accumulated and paid to the Employee 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 and Agreement. For the Plan shall have purposes herein, the meanings given such terms phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A. In any event409A, then neither the Corporation, the Company makes no representations Board, the Compensation Committee nor its or warranty and their designees or agents shall have no liability be liable to the Employee or any other person if any provisions of for actions, decisions or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectiondeterminations made in good faith.

Code Section 409A. If and to In general, it is intended that all compensation provided for under the extent any portion terms of any payment provided to the Employee under this Agreement in connection with the Employee’s separation be exempt from service (as defined in Code Section 409A by reason of Internal Revenue Code the “short-term deferral” and “separation pay” exemptions found in Treasury Regulation Sections 1.409A-1(b)(4) and (9) (or any successor to such exemptions). Notwithstanding the foregoing, however, if any payments are deemed to be a form of 1986, as amended (“nonqualified deferred compensation for purposes of Code Section 409A”) , the Parties intend that such compensation arrangements be structured so as to comply with the requirements of Code Section 409A and shall make reasonable efforts to cause such arrangements to comply with Code Section 409A. In this regard, all payments that are deemed to be subject to Code Section 409A will be considered to be separate payments and not a form of installment payments, any such payments that are triggered by a termination of employment will be paid when there has been a “separation from service” (as that phrase is determined used for purposes of Code Section 409A), and no such payments will be subject to constitute offset by any other amount unless otherwise permitted by Section 409A. Whenever a payment that is subject to Code Section 409A has a specified payment date, payment will be made at such time as is deemed to be a timely payment for purposes of Code Section 409A and any discretion as the time of payment will be exercised solely by the Company. If the Executive is a “nonqualified deferred compensationspecified employee” within the meaning of Code Section 409A at the time of his or her “separation from service”, then any payments that are triggered by such separation from service that would otherwise be payable within the six (6) month period following the separation from service will be paid in a lump sum on the date that is the first day of the calendar month following the six (6) month anniversary of the Executive’s separation from service. If and to the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting extent that reimbursements or other in-kind benefits under this Agreement and constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the Plan, agrees that he or she is bound, such portion last day of the shares of Dynegy’s common stock taxable year following the taxable year in which such expenses were incurred, (B) any right to be delivered on a vesting date reimbursement or in-kind benefits shall not be delivered before the earlier of subject to liquidation or exchange for another benefit, (iC) the day that is six months plus one day after amount of expenses eligible for reimbursement, or the date of separation from service in-kind benefits provided, during any taxable year will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year, and (as determined under Code Section 409AD) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee any reimbursement shall be for expenses incurred during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined time specified in this Agreement and if no time period is specified, shall be for expenses incurred during the Plan shall have Executive’s lifetime. It is the meanings given such terms under Code intent of this Agreement to comply with, or be exempt from, the requirements of Section 409A if so that none of the payments and benefits to be provided hereunder shall be subject to the extent required additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted 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 sectionso comply.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee Executive under this Agreement in connection with the EmployeeExecutive’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee Executive is a “specified employeeExecutive” 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 EmployeeExecutive, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the EmployeeExecutive’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee Executive during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee Executive on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee 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 Employee 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 section.

Code Section 409A. If Notwithstanding any other provision of this Letter Agreement, it is intended that payments and benefits under this Letter Agreement comply with Section 409A of the Code or with an exemption from the applicable Code Xx. Xxxxxx X. Hartnett February 5, 2016 Section 409A requirements and, accordingly, all provisions of this Letter Agreement shall be construed in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the Code. 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 any portion allowed by Section 409A of any payment provided the Code. For purposes of this Letter Agreement, you will not be deemed to the Employee under this Agreement in connection with the Employee’s have had a termination of employment unless there has been a “separation from service service” within the meaning of Section 409A of the Code. 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 Internal Revenue the Code and Treasury Regulations thereunder), then payment of 1986any amount under this Letter Agreement that is deferred compensation subject to Section 409A of the Code and the timing of which depends upon termination of employment shall be deferred for six (6) months after termination of your employment, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a “specified employee” as defined in Code required by Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion ) of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of Code (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 Date409A Deferral Period”). The shares In the event such payments are otherwise due to be made during the 409A Deferral Period, the payments that otherwise would have been delivered to made in the Employee during the period between the date of separation from service and the New Payment Date 409A Deferral Period shall be delivered to accumulated and paid in a lump sum on the Employee on such New Payment first day of the seventh month following the Termination Date, and any remaining shares will the balance of the payments shall be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 sectionmade as otherwise scheduled.

Code Section 409A. If This Agreement is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986contrary, as amended (“Code Section 409A”) if Recipient is determined to constitute “nonqualified deferred compensation” a "specified employee" within the meaning of Code Section 409A and the Employee is regulations issued thereunder, and a “specified employee” as defined payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A(a)(2)(B)(i409A if such payment or benefit is paid within six (6) months after Recipient’s "separation from service" (within the meaning of Code Section 409A), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits then such payment or benefit required 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 paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the earlier of (i) the day that is six months plus one day after the first regular payroll date of the seventh month following the month in which the Recipient’s separation from service (as determined under Code Section 409A) occurs or (ii) the tenth 10th business day after the date following Recipient’s death. If Recipient’s termination of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of employment hereunder does not constitute a "separation from service and service" within the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions meaning of Code Section 409A 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment 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 which are determined to constitute deferred compensation subject to Code Section 409A but shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to satisfy the conditions extent required by Code Section 409A, any portion of the Award that section.otherwise would be paid in such first taxable year instead shall be withheld

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and this Agreement and the Plan shallguidance issued thereunder (“Section 409A”), to the extent practicableSection 409A may be applicable, and shall be construed in accordance therewithaccordingly. Terms defined in Any payments or distributions payable to Consultant under this Agreement upon a “separation from service” (as defined for purposes of Section 409A) of amounts classified as “nonqualified deferred compensation” for purposes of Section 409A, and not exempt from Section 409A, shall in no event be made or commence until six (6) months after such separation from service. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period will be the Plan shall have the meanings given such terms under Code Section 409A if and “payment date” or “payment period”, but actual payment will be made no later than the latest date permitted under Section 409A (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). Any reimbursements paid or in-kind benefits provided under this Agreement, to the extent required necessary to comply with Code Section 409A. In any event409A, shall be made as soon as practicable but no later than 90 days after Consultant submits evidence of such expenses to the Company makes (which payment date shall in no representations event be later than the last day of the calendar year following the calendar year in which the expense was incurred). The amount of such reimbursements or warranty and benefits during any calendar year shall have no liability to the Employee not affect reimbursements or benefits provided in any other person if calendar year, and the right to any provisions of or payments under this Agreement are determined to constitute deferred compensation reimbursements shall not be subject to Code Section 409A but not to satisfy the conditions of that sectionliquidation or exchange for another benefit.

Code Section 409A. If and only to the extent any portion of that any payment provided to the Employee or benefit under this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986Agreement, as amended (“Code Section 409A”) is determined to constitute “nonqualified non-qualified deferred compensation” subject to Code Section 409A, then it is intended that such non-qualified deferred compensation be administered and paid in order to comply with all of the rules of Code Section 409A, and notwithstanding anything in this Agreement to the contrary: (i) if such payment or benefit is described in Section 4, such payment or benefit shall be made or provided to Executive only upon or with reference to a “separation from service” as defined for purposes of Code Section 409A under Treasury Regulation 1.409A-1(h) including the default presumptions thereunder, and (ii) if Executive is a “specified employee” (within the meaning of Code Section 409A and 409A(a)(2)(B)(i) of the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i)Code, as reasonably determined by the Company in accordance with Company) on the procedures separately adopted by Date of Termination and, to the extent the Company for this purpose, by which determination the Employee, as a condition to accepting benefits reasonably determines that an amount or other benefit that is payable under this Agreement and the Plan, agrees that he or she is bound, such portion on account of the shares of DynegyExecutive’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (other than as determined a result of Executive’s death) fails to qualify for any of the exemptions from the definition of nonqualified deferred compensation available under Section 1.409A-1(b) of the Treasury Regulations and constitutes nonqualified deferred compensation that will subject Executive to “additional tax” under Code Section 409A409A(a)(1)(B) with respect to the payment of such amount or (ii) the tenth 10th provision of such benefit if paid or provided at the time specified in this Agreement, then the payment or provision thereof shall be postponed to the first business day after the six-month anniversary of the date of Executive’s separation from service or, if earlier, the Employeedate of Executive’s death (as applicable, the “New Delayed Payment Date”). The shares In the event that otherwise would have been delivered to the Employee during the period between the date this Section 10(1) requires a delay of separation from service and the New Payment Date any payments, such payments shall be delivered to accumulated and paid in a single lump sum on the Employee on such New Delayed Payment Date. If Executive is entitled to a payment within a period following an event as permitted by Section 409A of the Code, and any remaining shares Executive will be delivered on their original schedule. Neither the Company nor the Employee shall have the no right to accelerate designate the taxable year of payment. If the sixty (60) day period following the Date of Termination spans two taxable years, any payments described in Section 4(a) 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 4(b) that are required to comply with Code Section 409A. In any eventbe made during such period, shall be made in 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 sectionlater taxable year.

Code Section 409A. If This Agreement shall be interpreted and construed to reflect the extent any portion intent of any payment provided to the Employee under Company that this Agreement in connection with the Employee’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified 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), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, be classified as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation short-term deferral arrangement exempt from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 409A. Nothing in this Agreement shall provide a basis for any person to take action against the Company based on matters covered by Code Section 409A, including the tax treatment of this Agreement, and the Plan shallCompany shall not under any circumstances have any liability to the Employee, or other person for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Code Section 409A. In accordance with Code Section 409A, to the extent practicablethat the total time period described in Paragraph 15.2 (both the consideration and revocation periods) begins in one calendar year and ends in a second calendar year, no payment under this Agreement shall be construed made, or begin to be made, until the second calendar year. Employee acknowledges that he/she has carefully read and fully understands all the provisions of this Agreement, that Employee has been given twenty-one (21) days in accordance therewith. Terms defined in which to consider this Agreement and the Plan shall will have the meanings given such terms under Code Section 409A if and seven (7) days to the extent required revoke acceptance after signing this Agreement. Employee is advised to comply consult with Code Section 409A. In any eventan attorney of Employee’s own choosing before signing this Agreement. EMPLOYEE ALSO ACKNOWLEDGES THAT THE COMPANY FURNISHED TO HIM/HER, 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 sectionALONG WITH THIS AGREEMENT, WRITTEN AND UNDERSTANDABLE INFORMATION DISCLOSING THE JOB TITLES AND AGES OF ALL INDIVIDUALS WHO ARE ELIGIBLE AND NOT ELIGIBLE FOR RECEIVING A SEVERANCE AGREEMENT AND RELEASE OFFER.

Code Section 409A. If This Agreement is intended to be exempt from, or otherwise comply with, Code Section 409A. The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the extent provisions of Code Section 409A; however, the Company does not guarantee any portion of particular tax effect to Executive under this Agreement, and shall not be liable to Executive for any payment provided to the Employee made under this Agreement at the direction or consent of Executive, which is determined to result in connection with an additional tax, penalty or interest under Code Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Code Section 409A. Notwithstanding anything in this Agreement to the Employeecontrary, if a payment obligation arises on account of Executive’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee while Executive is a “specified employee,” as defined described in Code Section 409A(a)(2)(B)(i)409A, and as determined by the Company in accordance with the procedures separately adopted by the Company for this purposeits procedures, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is Executive shall be bound, such portion any payment of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (“deferred compensation” as determined defined under Code Section 409A) or (ii) , after giving effect to the tenth 10th exemptions available under Code Section 409A, shall be made on the first business day after of the seventh month following the date of the EmployeeExecutive’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and service, or, if earlier, within fifteen (15) days after the New Payment Date shall be delivered to appointment of the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedulepersonal representative or executor of Executive’s estate following his death. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 eventIN WITNESS THEREOF, 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 has caused this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy be executed and its seal affixed hereunto by its duly authorized officer, and Executive has signed this Agreement, all as of the conditions of that section.day and year first above written. IMPERIAL SUGAR COMPANY /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx President and Chief Executive Officer ATTEST: /s/ Xxxxx XxXxxxx Assistant Secretary [SEAL] EXECUTIVE /s/ Xxxxxxx X. Xxxxxxxxxx

Code Section 409A. If and to the extent any All or a portion of any payment the severance pay and severance benefits provided to the Employee under this Agreement in connection with the Employee’s separation is intended to be exempt from service (as defined in Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined 409A. In particular, the severance pay and benefits are intended to constitute “nonqualified deferred compensation” a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A and to avoid imposition of the applicable tax, with such reformation effected in a manner that has the most favorable tax result to Employee. Notwithstanding any provision in this Agreement to the contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A(a)(2)(B)(i), as determined by 409A and the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock required to be delivered delayed under Code Section 409A because Employee is a specified employee, that payment shall be payable on a vesting date shall not be delivered before the earlier of (i) the first business day that is six months plus one day after the date of separation Employee’s Separation from service (as determined under Code Section 409A) or Service, (ii) the tenth 10th day after date of Employee’s death, or (iii) the date that otherwise complies with the requirements of the Employee’s death (as applicable, the “New Payment Date”). The shares Code Section 409A. This Section shall be applied by accumulating all payments that otherwise would have been delivered to paid within six months of Employee’s Separation from Service and paying such accumulated amounts on the Employee during earliest business day which complies with the period between the date requirements of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with For purposes of determining the provisions identity of Code Section 409A and this Agreement and specified employees, the Plan shall, to the extent practicable, be construed Company may establish procedures as it deems appropriate 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 eventFor purposes of Code Section 409A, the Company makes no representations each payment amount or warranty and shall have no liability to the Employee or any other person if any provisions of or payments benefit due under this Agreement will be considered a separate payment and Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are determined to constitute deferred compensation subject to Code Section 409A but 409A, (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 must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) the right to satisfy reimbursement shall not be subject to liquidation or exchange for any other benefit. [Signature Page Follows] AGREED: COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: EXHIBIT A ADDITIONAL TERMS AND CONDITIONS OF EMPLOYMENT AGREEMENT Effective Date: Immediately before the conditions effectiveness of that section.the initial public offering of Common Stock. Employer/the Company: Cinco Resources, Inc. Employee Name: Xxxxx X. Xxxxxxxxxxx Position and Title: Chief Financial Officer and Senior Vice President Reporting to: President Primary Work Location: Dallas, Texas Initial Term: Two years Expiration Date of Initial Term: Second anniversary of the Effective Date. Base Salary: $285,000.00 Weeks of Paid Time Off: 5 weeks

Code Section 409A. If and (a) Anything in this Agreement to the extent any portion contrary notwithstanding, if at the time of any payment provided to the Employee under this Agreement in connection with the Employee’s EMPLOYEE’S separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A of the Code, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the Employee EMPLOYEE is a “specified employee” as defined in Code within the meaning of Section 409A(a)(2)(B)(i)) of the Code, as determined by then to the Company in accordance with extent any payment or benefit that the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition EMPLOYEE becomes entitled to accepting benefits under this Agreement and on account of the Plan, agrees that he or she is boundEMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B) (i) of the IRC, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment shall not be delivered before payable and such benefit shall not be provided until the date that is the earlier of (i) the day that is six months plus 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 paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicableoccurs, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the from such date of separation from service and until the New Payment Date shall be delivered payment. To the extent that the foregoing applies to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery provision of any such shares except ongoing medical benefits to the extent specifically permitted or EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by Code Section 409A. This Agreement is intended to comply with the provisions EMPLOYEE, the EMPLOYEE shall pay the full costs of Code Section 409A premiums for such medical benefits during the six-month period and this Agreement and TBOP shall pay the Plan shall, EMPLOYEE an amount equal to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and amount of such premiums paid by the Plan shall have EMPLOYEE during the meanings given six-month period within ten (10) days after the conclusion of 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 sectionperiod.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee The amounts payable under this Agreement in connection with are intended to be exempt from the Employee’s separation from service (as defined in requirements of Section 409A of Internal Revenue the Code of 1986, as amended (“Code Section 409A”) ). For purposes of Section 409A, any right to a series of installment payments is determined to constitute be treated as a right to a series of separate payments. Any payments due under this Agreement on account of a termination of employment shall only be payable if the termination constitutes a “nonqualified deferred compensationseparation from service” within the meaning of Code Section 409A and 409A. To the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as extent that any such payments are determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of deferred compensation subject to Section 409A, (i) the day that is six months plus one day after the date terms of this Agreement shall be interpreted to avoid incurring any penalties under Section 409A, and (ii) any payments due to a “specified Executive” of a publicly-traded company upon a separation from service (shall be delayed until the first day of the seventh month following such separation from service. Notwithstanding the foregoing, in no event shall the Company be responsible for any taxes or penalties due under Section 409A. CONFIDENTIAL TREATMENT REQUESTED BY DIAMEDICA THERAPEUTICS INC. PURSUANT TO 17 C.F.R. SECTION 200.83 13. EXECUTIVE’S ACKNOWLEDGMENTS. Executive acknowledges that he is executing this Agreement voluntarily and without duress or undue influence by the Company or anyone else and that Executive has carefully read this Agreement and fully understands the terms, consequences, and binding effect of this Agreement. BY DIAMEDICA THERAPEUTICS INC. PURSUANT TO 17 C.F.R. SECTION 200.83 IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed this Employment Agreement as determined under Code Section 409A) or (ii) the tenth 10th day after of the date first written above. EXECUTIVE DIAMEDICA USA, INC. /s/ Xxxx Xxxxx Print Name: Xxxxxxx Xxxxxx Xxxx Xxxxx Signature: /s/ Xxxxxxx Xxxxxx Date: 9/14/18 Title: Chairman of the Employee’s death Board Address: 0 Xxxxxxx Xxxxxxx, Suite 260 Date: 9/14/18 Xxxxxxxxxxx, XX 00000 Email: xxxxxx@xxxxxxxxx.xxx BY DIAMEDICA THERAPEUTICS INC. PURSUANT TO 17 C.F.R. SECTION 200.83 EXHIBIT A FORM OF SEPARATION AGREEMENT AND RELEASE This Separation Agreement (“Agreement”) and the Release, which is attached and incorporated by reference as applicableExhibit A (“Release”), the are made by and between Xxxx Xxxxx (“New Payment DateExecutive”), and DiaMedica USA, Inc., its affiliates, related or predecessor corporations, parent, subsidiaries, successors and assigns (“Employer”). The shares Employer and Executive (collectively, “Parties”) wish to end their employment relationship in an honorable, dignified and orderly fashion. Toward that otherwise would end, the Parties have been delivered agreed to separate according to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Datefollowing terms. IN CONSIDERATION OF THIS AGREEMENT, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 section.THE PARTIES AGREE AS FOLLOWS:

Code Section 409A. If and to the extent any All or a portion of any payment the severance pay and severance benefits provided to the Employee under this Agreement in connection with the Employee’s separation is intended to be exempt from service (as defined in Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined 409A. In particular, the severance pay and benefits are intended to constitute “nonqualified deferred compensation” a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A and to avoid imposition of the applicable tax, with such reformation effected in a manner that has the most favorable tax result to Employee. Notwithstanding any provision in this Agreement to the contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A(a)(2)(B)(i), as determined by 409A and the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock required to be delivered delayed under Code Section 409A because Employee is a specified employee, that payment shall be payable on a vesting date shall not be delivered before the earlier of (i) the first business day that is six months plus one day after the date of separation Employee’s Separation from service (as determined under Code Section 409A) or Service, (ii) the tenth 10th day after date of Employee’s death, or (iii) the date that otherwise complies with the requirements of the Employee’s death (as applicable, the “New Payment Date”). The shares Code Section 409A. This Section shall be applied by accumulating all payments that otherwise would have been delivered to paid within six months of Employee’s Separation from Service and paying such accumulated amounts on the Employee during earliest business day which complies with the period between the date requirements of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with For purposes of determining the provisions identity of Code Section 409A and this Agreement and specified employees, the Plan shall, to the extent practicable, be construed Company may establish procedures as it deems appropriate 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 eventFor purposes of Code Section 409A, the Company makes no representations each payment amount or warranty and shall have no liability to the Employee or any other person if any provisions of or payments benefit due under this Agreement will be considered a separate payment and Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are determined to constitute deferred compensation subject to Code Section 409A but 409A, (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 must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) the right to satisfy reimbursement shall not be subject to liquidation or exchange for any other benefit. [Signature Page Follows] AGREED: COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: EXHIBIT A ADDITIONAL TERMS AND CONDITIONS OF EMPLOYMENT AGREEMENT Effective Date: Immediately before the conditions effectiveness of that section.the initial public offering of Common Stock. Employer/the Company: Cinco Resources, Inc. Employee Name: Xxx Xxxxx Position and Title: Chairman, President, and Chief Executive Officer Reporting to: Board Primary Work Location: Dallas, Texas Initial Term: Three years Expiration Date of Initial Term: Third anniversary of the Effective Date. Base Salary: $410,000.00 Weeks of Paid Time Off: 5 weeks

Code Section 409A. If This Award is intended to be exempt from or comply with Code Section 409A (or any successor provision of the Code), and shall be interpreted and construed accordingly and each payment hereunder shall be considered a separate payment for such purpose. To the extent this Agreement provides for the Award to become vested and be settled upon the Participant’s termination of employment, the underlying Shares shall be transferred to the extent any portion of any payment provided to Participant or his or her beneficiary upon the Employee under this Agreement in connection with the EmployeeParticipant’s “separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensationservice,” within the meaning of Code Section 409A (or any successor provision of the Code). Notwithstanding any other provision in this Award, to the extent any payments hereunder constitute nonqualified deferred compensation, within the meaning of Code Section 409A (or any successor provision of the Code), then (a) each such payment which is conditioned upon Participant’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 Employee later of the two taxable years and (b) if Participant is a “specified employee” as defined in (within the meaning of Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he 409A (or she is bound, such portion any successor provision of the shares Code)) as of Dynegythe date of Participant’s common stock separation from service, each such payment that is payable upon Participant’s separation from service and would have been paid prior to the six-month anniversary of Participant’s separation from service, shall be delivered on a vesting date shall not be delivered before delayed until the earlier to occur of (i) the first day that is six months plus one day after of the date of seventh month following Participant’s separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the EmployeeParticipant’s death (as applicable, the “New Payment Date”)death. The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, Although this Section 25 and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is payments provided hereunder are intended to be exempt from or to otherwise comply with the provisions requirements of Code Section 409A (or any successor provision of the Code), Tupperware does not represent or warrant that this Section 25 or the payments provided hereunder will comply with Code Section 409A (or any successor provision of the Code) or any other provisions of U.S. or non-U.S. federal, state or local law. Neither Tupperware, nor the Employer nor any Subsidiary or affiliate of Tupperware nor their respective directors, officers, employees or advisers shall be liable to the Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant may owe as a result of compensation paid under this Agreement, and Tupperware, its Subsidiaries and the Employer shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Code Section 409A (or any successor provision of the Code). The parties confirm this Agreement effective as of the Date of Grant and have executed it on the date it was accepted online. Tupperware Brands Corporation [OFFICER NAME] [OFFICER TITLE] [Appendix of special terms and conditions follows] APPENDIX OF SPECIAL TERMS AND CONDITIONS FOR TUPPERWARE BRANDS CORPORATION 2019 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS This Appendix includes additional terms and conditions that govern the grant of Restricted Stock Units under the Plan shall, if the Participant is or becomes subject to the extent practicable, be construed in accordance therewithlaws of any of the countries listed below. Terms Certain capitalized terms used but not defined in this Agreement and the Plan herein shall have the meanings given such terms under Code Section 409A if and ascribed to them in the extent required to comply with Code Section 409A. In any event, Plan and/or 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 sectionRestricted Stock Unit Agreement.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee It is intended that payments under this Agreement shall be exempt from or in connection compliance with the Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and 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 the Company or an affiliate be responsible for any tax or penalty owed by the Executive or beneficiary with regard to payments and 4837-2534-9826.4 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” as defined under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Executive is determined to constitute a Code Section 409A “nonqualified deferred compensationSpecified Employee” at the time of separation from service, any payments not exempt from Code Section 409A shall be aggregated and delayed (if then required), and paid on the earlier of the first day of the seventh month following the Executive’s separation from service, or the day after the Executive’s death, as applicable. Thereafter, any remaining payments and benefits shall be paid as if there had been no earlier delay. Notwithstanding anything to the contrary in this Agreement or elsewhere, in the event that the Executive 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 Code Section 409A and 409A) for the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i)benefits under such agreement or arrangement, as determined by then any payment or benefit under this Agreement that such Executive becomes entitled to receive during the Company remainder of the waived term of such agreement or arrangement shall be payable 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 time and the Plan, agrees that he or she is bound, such portion form of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the payment 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 agreement 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 sectionarrangement.

Code Section 409A. If and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation Separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) Service is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee is a “specified employee” employee as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date payment, compensation or other benefit shall not be delivered paid before the earlier of (i) the day that is six (6) months plus one (1) day after the date of separation Separation from service Service (as determined under Code Section 409A) or (ii) the tenth 10th (10th) day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares aggregate of any payments that otherwise would have been delivered paid to the Employee during the period between the date of separation Separation from service Service and the New Payment Date shall be delivered paid to the Employee in a lump sum on such New Payment Date, and any remaining shares payments will be delivered paid on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares 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 section.

Code Section 409A. If The intent of the parties is that payments and to the extent any portion of any payment provided to the Employee benefits under this Agreement in connection (including all attachments, exhibits and annexes) comply with the Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A”) is determined , Executive shall not be considered to constitute 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 “nonqualified deferred compensationseparation from service” from the Company within the meaning of Code Section 409A and 409A. Any payments described in this Agreement that are due within the Employee is a “specified employeeshort-term deferral period” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date 409A shall not be delivered before 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 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 in the imposition of any individual penalty tax imposed under Code Section 409A, the payment shall instead be made on the first business day after the earlier of (i) the day date that is six (6) months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of following such separation from service and the New Payment Date shall be delivered (ii) Executive’s death. Notwithstanding anything to the Employee on such New Payment Datecontrary in this Agreement, and any remaining shares will Change in Control under the Agreement shall only be delivered on their original schedule. Neither 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 nor within the Employee shall have the right to accelerate or defer the delivery meaning of any such shares except to the extent specifically permitted or required by Code Section 409A. This To the extent that the Agreement is intended to comply provides for the reimbursement of specified expenses incurred by the Executive, such reimbursement shall be made in accordance with the provisions of Code Section 409A and this Agreement and the Plan shallAgreement, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Company in 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 extent practicablecase 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 construed made in accordance therewith. Terms defined in this Agreement and with 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 the Agreement, but not to satisfy in no event later than the conditions last day of that section.the Executive’s taxable year following the taxable year in which the tax was remitted by the Executive. ”

Code Section 409A. If and Notwithstanding any provision to the extent any portion of any payment provided contrary, to the Employee under maximum extent permitted, all provisions of this Agreement shall be construed, interpreted and administered to be in connection with the Employee’s separation from service (as defined in compliance with, or exempt from, Section 409A of Internal the internal Revenue Code of 1986, as amended (“Code Section 409A”). If necessary, any provision shall be held null and void to the extent such provision (or part thereof) is determined fails to constitute “nonqualified deferred compensation” within the meaning of comply with Code Section 409A and or the Employee is regulations thereunder. A right of any Entergy System Company, if any, to offset or otherwise reduce any sums that may be due or become payable by an Entergy System Company to you by any overpayment or indebtedness shall be subject to limitations imposed by Code Section 409A. Notwithstanding anything herein to the contrary: (i) if at the time of your termination of employment you are a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by 409A and the Company in accordance with deferral of the procedures separately adopted by the Company for this purpose, by which determination the Employee, commencement of any payments or benefits otherwise payable hereunder as a condition result of such termination of employment is necessary in order to accepting benefits under this Agreement and the Plan, agrees that he prevent any accelerated or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined additional tax under Code Section 409A, then an Entergy System Company will defer the commencement of the payment of any such payments or benefits hereunder until the date that is six (6) months and one (1) day following your termination of employment (or the earliest date as is permitted under Code Section 409A); (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 in order to comply with avoid accelerated or additional tax under Code Section 409A. In any event409A, the Company makes you shall not be considered to have terminated employment for purposes of this Agreement and no representations or warranty and payment shall have no liability be due to the Employee or any other person if any provisions of or payments you under this Agreement are determined until you would be considered to constitute have incurred a “separation from service” from your Employer within the meaning of Code Section 409A; and (iii) each amount to be paid or benefit to be provided to you pursuant to this Agreement that constitutes deferred compensation subject to Code Section 409A but shall be construed as a separate identified payment for purposes of Code Section 409A. Neither any Entergy System Company nor any of their respective employees or representatives shall have any liability to you with respect to taxes or penalties imposed in regard to Code Section 409A; you acknowledge that you shall be solely responsible for any taxes or penalties imposed in regard to Code Section 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (A) the right to reimbursement or in-kind benefits shall not be subject to satisfy liquidation or exchange for another benefit, (B) the conditions amount of expenses eligible for reimbursement, or of in-kind benefits, provided during any taxable year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that sectionthe foregoing clause (B) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (C) such payment shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred.

Code Section 409A. If The intent of the parties is that payments and to the extent any portion of any payment provided to the Employee benefits under this Agreement in connection (including all attachments, exhibits and annexes) comply with the Employee’s separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A”) is determined , Executive shall not be considered to constitute 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 “nonqualified deferred compensationseparation from service” from the Company within the meaning of Code Section 409A and 409A. Any payments described in this Agreement that are due within the Employee is a “specified employeeshort-term deferral period” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date 409A shall not be delivered before 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 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 in the imposition of any individual penalty tax imposed under Code Section 409A, the payment shall instead be made on the first business day after the earlier of (i) the day date that is six (6) months plus one day after the date of separation from service (as determined under Code Section 409A) or (ii) the tenth 10th day after the date of the Employee’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of following such separation from service and the New Payment Date shall be delivered (ii) Executive’s death. Notwithstanding anything to the Employee on such New Payment Datecontrary in this Agreement, and any remaining shares will Change in Control under the Agreement shall only be delivered on their original schedule. Neither 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 nor within the Employee shall have the right to accelerate or defer the delivery meaning of any such shares except to the extent specifically permitted or required by Code Section 409A. This To the extent that the Agreement is intended to comply provides for the reimbursement of specified expenses incurred by the Executive, such reimbursement shall be made in accordance with the provisions of Code Section 409A and this Agreement and the Plan shallAgreement, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Company in 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 extent practicablecase 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 construed made in accordance therewith. Terms defined in this Agreement and with 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 the Agreement, but not to satisfy in no event later than the conditions last day of that sectionthe Executive’s taxable year following the taxable year in which the tax was remitted by the Executive.”

Code Section 409A. If and to the extent any All or a portion of any payment the severance pay and severance benefits provided to the Employee under this Agreement in connection with the Employee’s separation is intended to be exempt from service (as defined in Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined 409A. In particular, the severance pay and benefits are intended to constitute “nonqualified deferred compensation” a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A and to avoid imposition of the applicable tax, with such reformation effected in a manner that has the most favorable tax result to Employee. Notwithstanding any provision in this Agreement to the contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A(a)(2)(B)(i), as determined by 409A and the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, as a condition to accepting benefits regulations thereunder and (b) any payment due under this Agreement is subject to Code Section 409A and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock required to be delivered delayed under Code Section 409A because Employee is a specified employee, that payment shall be payable on a vesting date shall not be delivered before the earlier of (i) the first business day that is six months plus one day after the date of separation Employee’s Separation from service (as determined under Code Section 409A) or Service, (ii) the tenth 10th day after date of Employee’s death, or (iii) the date that otherwise complies with the requirements of the Employee’s death (as applicable, the “New Payment Date”). The shares Code Section 409A. This Section shall be applied by accumulating all payments that otherwise would have been delivered to paid within six months of Employee’s Separation from Service and paying such accumulated amounts on the Employee during earliest business day which complies with the period between the date requirements of separation from service and the New Payment Date shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with For purposes of determining the provisions identity of Code Section 409A and this Agreement and specified employees, the Plan shall, to the extent practicable, be construed Company may establish procedures as it deems appropriate 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 eventFor purposes of Code Section 409A, the Company makes no representations each payment amount or warranty and shall have no liability to the Employee or any other person if any provisions of or payments benefit due under this Agreement will be considered a separate payment and Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. With respect to any reimbursements that are determined to constitute deferred compensation subject to Code Section 409A but 409A, (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 must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) the right to satisfy reimbursement shall not be subject to liquidation or exchange for any other benefit. [Signature Page Follows] AGREED: COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: EXHIBIT A ADDITIONAL TERMS AND CONDITIONS OF EMPLOYMENT AGREEMENT Effective Date: Immediately before the conditions effectiveness of that section.the initial public offering of Common Stock. Employer/the Company: Cinco Resources, Inc. Employee Name: Xxxxxx X. Xxxxxx Position and Title: Chief Operating Officer and Senior Vice President Reporting to: President Primary Work Location: Dallas, Texas Initial Term: Two years Expiration Date of Initial Term: Second anniversary of the Effective Date. Base Salary: $285,000.00 Weeks of Paid Time Off: 5 weeks

Code Section 409A. If and to the extent Notwithstanding any portion other provision of this Agreement, it is intended that any payment or benefit which is provided to the Employee under pursuant to, or in connection with, this Agreement in connection with the Employee’s separation from service (as defined in that is considered to be deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code Section 409ACode”) shall be provided and paid in a manner, and at such time, as complies with the applicable requirements of Section 409A of the Code. It is determined to constitute “nonqualified deferred compensation” intended that the termination of employment under this Agreement shall be a "separation from service" within the meaning of Section 409A of the Code, where it is reasonably anticipated that WELSH will either perform no further services for the COMPANIES after such date or that the level of bona fide services WELSH will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services he performed over the immediately preceding 36-month period (or, such lesser period as WELSH provided service to the COMPANIES). For purposes of this Agreement, all rights to payments and benefits hereunder 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. If WELSH is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any stock of the COMPANIES (or any of their affiliates) is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A and the Employee which is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Employee, payable as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date result of separation from service shall be delayed for six (6) months after WELSH experiences a “separation from service” or, if earlier, until WELSH’s death, as determined under Code required by Section 409A409A(a)(2)(B)(i) or (ii) the tenth 10th day after the date of the Employee’s death Code (as applicable, the “New Payment Date”"409A Deferral Period"). The shares payments that would otherwise would have been delivered made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends. However, the payments and benefits provided hereunder are intended to be exempt from the Employee definition of “deferred compensation” for purposes of Section 409A of the Code and therefore, not subject to delay during the period between 409A Deferral Period. Notwithstanding the date foregoing, neither the COMPANIES, nor any of separation from service and the New Payment Date their affiliates, nor any of their officers, directors, employees or representatives shall be delivered liable to the Employee on such New Payment DateWELSH if any payments or benefits provided hereunder are considered deferred compensation or for any interest, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the right to accelerate taxes 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 penalties resulting from non-compliance with the provisions of Code Section 409A and this Agreement and of 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 sectionCode.

Code Section 409A. If This Agreement is intended to be exempt from, or otherwise comply with, Code Section 409A. The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the extent provisions of Code Section 409A; however, the Company does not guarantee any portion of particular tax effect to Executive under this Agreement, and shall not be liable to Executive for any payment provided to the Employee made under this Agreement at the direction or consent of Executive, which is determined to result in connection with an additional tax, penalty or interest under Code Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Code Section 409A. Notwithstanding anything in this Agreement to the Employeecontrary, if a payment obligation arises on account of Executive’s separation from service (as defined in Section 409A of Internal Revenue Code of 1986, as amended (“Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and the Employee while Executive is a “specified employee,” as defined described in Code Section 409A(a)(2)(B)(i)409A, and as determined by the Company in accordance with the procedures separately adopted by the Company for this purposeits procedures, by which determination the Employee, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is Executive shall be bound, such portion any payment of the shares of Dynegy’s common stock to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is six months plus one day after the date of separation from service (“deferred compensation” as determined defined under Code Section 409A) or (ii) , after giving effect to the tenth 10th exemptions available under Code Section 409A, shall be made on the first business day after of the seventh month following the date of the EmployeeExecutive’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and service, or, if earlier, within fifteen (15) days after the New Payment Date shall be delivered to appointment of the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedulepersonal representative or executor of Executive’s estate following his death. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 eventIN WITNESS THEREOF, 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 has caused this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy be executed and its seal affixed hereunto by its duly authorized officer, and Executive has signed this Agreement, all as of the conditions of that section.day and year first above written. IMPERIAL SUGAR COMPANY /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx President and Chief Executive Officer ATTEST: /s/ Xxxxx XxXxxxx Assistant Secretary [SEAL] EXECUTIVE /s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx

Code Section 409A. If and to The Code Section 409A compliance terms of the extent any portion of any payment provided to ESP are hereby incorporated into this Agreement. Accordingly, it is the Employee Company’s intent that Retention Benefits under this Agreement are paid in connection a manner either to comply with the Employee’s separation from service (as defined in Code Section 409A of Internal Revenue or with an exception to Code of 1986, as amended Section 409A (including the “short-term deferral” exception to Code Section 409A”) is determined to constitute “nonqualified deferred compensation” within the meaning ). If any amount payable under this Agreement would cause or would result in a violation of Code Section 409A and 409A, then such provision shall be interpreted or reformed in the Employee manner necessary to achieve compliance with Code Section 409A, including but not limited to, the imposition of a six (6) month delay in payment to the Executive if she is a “specified employee” (as defined in Code Section 409A(a)(2)(B)(i)409A) following her Effective Date of Termination. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Code Section 409A. In no event may the Executive, as determined by directly or indirectly, designate the Company calendar year of a payment and where payment may occur in accordance with one year or the procedures separately adopted by next, it shall be made in the Company for this purpose, by which determination the Employee, as a condition to accepting benefits second year. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. If the Executive is a specified employee (as defined in Treasury Regulation Section 1.409A-1(i)), any such payment that is subject to Code Section 409A and the Plan, agrees that he or she is bound, such portion of the shares of Dynegy’s common stock scheduled to be delivered on a vesting date shall not be delivered before the earlier of (i) the day that is paid within six months plus one day after the date of such separation from service (as determined under Code Section 409A) shall accrue without interest and shall be paid on the first regularly scheduled payroll date on or (ii) after the tenth 10th first day of the seventh month beginning after the date of the EmployeeExecutive’s death (as applicable, the “New Payment Date”). The shares that otherwise would have been delivered to the Employee during the period between the date of separation from service and or, if earlier, within fifteen (15) days after the New Payment Date shall be delivered to appointment of the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither personal representative or executor of the Company nor Executive’s estate following the Employee shall have the right to accelerate or defer the delivery of any such shares except to the extent specifically permitted or required by Code Section 409A. This Agreement is intended to comply with the provisions of Code Section 409A and 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 sectionExecutive’s death.

Code Section 409A. If The RSUs and to the extent any portion of any payment provided to the Employee under this Agreement in connection with the Employee’s separation are intended to be excepted from service (as defined in coverage under Code Section 409A of Internal Revenue Code of 1986, as amended (and shall be interpreted and construed accordingly. In the event that the Grantee is a “Code Section 409A”) is determined to constitute “nonqualified deferred compensationspecified employee” within the meaning of Code Section 409A 409A, and the Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company payment or benefit provided for this purpose, by which determination the Employee, as a condition to accepting benefits under this Agreement and would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the PlanGrantee’s “separation from service” (within the meaning of Code Section 409A), agrees that he then such payment or she is bound, such portion of the shares of Dynegy’s common stock to be delivered on a vesting date benefit shall not be delivered before paid (or commence) during the six (6) month period immediately following the Grantee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (6) month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Grantee in a lump-sum, without interest, on the earlier of (i) the first business day that is six months plus one day after of the date of seventh month following the month in which the Grantee’s separation from service (as determined under Code Section 409A) occurs or (ii) the tenth 10th business day after following the date of the EmployeeGrantee’s death (as applicable, the “New Payment Date”but not earlier than if such delay had not applied). The shares that otherwise would have been delivered Grantee’s right to the Employee during the period between the date of separation from service and the New Payment Date receive any installment payments under this Agreement shall be delivered to the Employee on such New Payment Date, and any remaining shares will be delivered on their original schedule. Neither the Company nor the Employee shall have the treated as a right to accelerate or defer the delivery receive a series of any separate payments and, accordingly, each such shares except to installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. To the extent specifically permitted or required by Code Section 409A. This Agreement is intended 409A, the terms “termination of employment” or “termination of service” and similar phrases to comply with each shall mean “separation from service” within the provisions meaning of Code Section 409A and this Agreement and 409A. Notwithstanding anything contained in the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined or in this Agreement and to the Plan contrary, neither the Company, any member of the Committee nor any Subsidiary shall have the meanings given such terms under Code Section 409A if and any liability or obligation 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 Grantee or any other person if Person for taxes, interest, penalties or fines (including without limitation any provisions of the foregoing resulting from the failure of the RSUs granted hereunder to comply with, or payments under this Agreement are determined to constitute deferred compensation subject to be exempt from, Code Section 409A but not to satisfy the conditions of that section409A).